


Earth 61619: Into the Unknown

by kclovesart21



Category: Iron Man (Movies), Marvel Cinematic Universe, Spider-Man - All Media Types, The Avengers (Marvel Movies)
Genre: F/M, Female Peter Parker, Hurt Peter Parker, Implied/Referenced Torture, Mysterio Has Real Powers, Non-Consensual Drug Use, Not Avengers: Endgame (Movie) Compliant, Parent Tony Stark, Post-Traumatic Stress Disorder - PTSD, Tony Stark Acting as Peter Parker's Parental Figure, Tony Stark Has A Heart, Whump, alternative universe
Language: English
Status: In-Progress
Published: 2020-04-16
Updated: 2021-02-28
Packaged: 2021-03-01 17:21:19
Rating: General Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 12
Words: 31,590
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23680732
Author URL: https://archiveofourown.org/users/kclovesart21/pseuds/kclovesart21
Summary: Penny Parker Stark was returned after the Second Snap. Penny was adopted by Tony Stark after the death of her family. After the final battle with Thanos everything was supposed to be good. All that changed when she had to fight Beck. And when the Infinity Stones came back.Now there only hope lies in the multiverse, where Penny must face old demons of both herself and her mother.
Relationships: Loki/Peter Parker, Pepper Potts/Tony Stark, Peter Parker & Natasha Romanov, Peter Parker & Tony Stark, Quentin Beck & Peter Parker
Comments: 11
Kudos: 80





	1. Chapter 1

Penny looked down at the orange stone in her hand as she scratched her neck with her other hand.

The Soul Stone, Strange had called it. Out of all the stones this should've been the one most impossible to get.

Strange was trying to find the other stones since they apparently appeared out of nowhere again, relaying with the Guardians in space as to possible locations. That was after the Guardians warned about some of Thanos surviving forces coming to Earth targeting her.

Not the Avengers, Penny Parker- Stark. She didn't know how but Beck was able to contact some of Thanos remaining army and told them she killed Thanos. That honor belonged to Carol Danvers, who was helping the Guardians track both the stones and Thanos followers.

"How was this even possible?" Tony demanded facing Strange. "Thanos destroyed the stones of this time and we returned the others to their times. There shouldn't be any more stones."

"The stones have a will of their own," Strange explained exasperated. "I can't predict what's going to happen with them any more than you can."

Penny turned the stone in her hands. "What does it do?"

"What?" She looked up to see Strange and Tony look to her. It was strange seeing the two men who had seemed to be rivals at first become almost friends the next day. It was Strange who asked.

"I mean the Space Stone let you teleport. The Time Stone let you manipulate time so what does this one do?"

"There's been no record of any one actually wielded the soul stone solely before so I'm not sure." Strange said gently. "We need to focus on keeping these stones out of the wrong hands."

"That shouldn't be too hard." Tony noted. "It only took Thanos a couple of days to collect all of them."

"Yet centuries to find them." Thor added from where he sat before opening another beer can. "If anyone ever wanted to collect them they would have to get them all at once as soon as they knew where they all were or risk being stopped."

"We only know the location of 2." Rhodey pointed out. "How are we supposed to find the others?"

Strange had showed up with the Time Stone, having said he sensed a 'disturbance', when he went to check it he found the time stone.

"Three." They looked over as Quill, Carol and Rocket waked in. Quill held up a silver orb. "Ladies and gentlemen the Reality Stone."

"I thought the reality stone was sludge." Scott said curiously from where he stood next to Hope and Sam. They had called in everyone when the stones appeared.

"It previously took the form of sludge." Carol explained. "Now it was just another rock amidst the rubble of Xandar."

"Where's Nebula?" Penny asked curiously.

"Geez kid," Rocket said looking at her, "What happened to you?"

She knew he was referring to the scar that ran up the left side of her face going from the middle of her cheek, over her eye and to her forehead, blinding her out of it and the burn scar on the right side of her neck. She was currently wearing black pants and an off the shoulder black long sleeve shirt with the Black Widow emblem on the front, effectively hiding her other scars.

_Hot metal slowly travelled over her skin. Rough hands held her head against the ground as he worked. A sick smile the last thing she would see out of it._

She answered with a quick blast of web to his mouth. Ignoring his muffled cries "Where's Nebula?" She asked again curiously.

After the final battle with Thanos, the Guardians ended up staying a month to recuperate, and because they came to enjoy the Avengers presence. She and Nebula became fast friends, especially after they both learned of the role the other played in Tony's life. Penny found Nebula to be one of the strongest people she ever meant, in the same vein as Natasha and maybe even Bucky.

A pang of hurt shot through her heart at the thought of Natasha. She deserved better than dying for a rock.

"She and the others are still looking for the other stones." Carol explained. "We thought we'd just drop this off since presumably you have a plan."

She looked over to Strange. Tony shrugged non committal.

"Great." Quill muttered. "So we just... What?"

"We're heroes." Penny said confidently gaining the attention of the room. "What else do we do? Improvise and hope it works." She saw Quill, Scott and Tony seem to agree to her while the others fondly rolled their eyes.

"We need a real plan." Carol emphasized.

"I have an idea..." Strange said hesitantly, looking apologetic.

"Let's hear this." Tony said looking to him.

"Everyone is familiar with the multiverse theory, yes?" Strange began. "Infinite number of parallel universes."

"Yeah, yeah." Rocket said managing to tear off the last of the web with minor pulling off of his fur. "The point?"

"Theoretically we only have to keep one stone away to keep them from succeeding."

"Are you suggesting to throw a stone into the multiverse?" Bruce in Hulk form asked skeptically.

"Not just a stone." He then looked to Penny.

Tony followed his gaze. "No. No way. Absolutely not."

"Tony-"

"You want to send her out there completely alone. Into what?"

"I'd be able to direct her into a world similar to ours. But you need to think this through-"

"I need to protect her-"'

"And how well have you been doing at that?"

Tony slammed Strange against a wall. "Say that again. I dare you."

"Dad!" Penny tried to calm.

"You can't protect her from this." Strange said softly. "You can't. I can't. None of us can. Her best chance is out there."

"I can't protect her out there." Tony said vulnerably as he let him go. He's let his guard down more since Thanos was defeated.

"You just have to trust her then."

Tony looked to her. "Do you want to do this?"

She nodded encouragingly, "No. When do we start?"

*******

Penny zipped up her black boots with a little more force than necessary. She needed a few minutes to herself and Strange said she wouldn't need to pack anything.

This was all Beck's fault. He was too bitter about being fired that he thought the world should pay. He was let go for his mental instability and he thought he was being snubbed for no reason. As if none of them ever felt that angry or bitter. She didn't turn bitter because of a few bad days. She looked at herself in the mirror. Beck had hijacked her Europe school trip. Tricked her into playing his game and not contacting Tony like she should've.

_"Terminate program." Penny ordered EDITH as she took off the glasses._

_She looked over to wear Beck had been laying injured against the glass. She gasped when she saw he was gone, just as her Spidey Senses screamed. She whirled ready to defend herself, just as electricity coursed through her. She fell to the ground with a thump, her body twitching with excess electricity. She looked up fearfully to Beck._

_"You couldn't leave well enough alone, could you?" She tried reaching for the glasses again, only for another jolt of electricity to surge through her._

_"Don't worry," He said bitterly sweet as her vision turned black. "You and I are going to have a lot of fun together."_

She followed the scar on her face again. Dr. Cho said it was too late to save her eye by the time she got to them. Tony later told her Beck had been using vibranium and adamantium metal on her. It was because of that T'Challa sent one of their doctors to help her. They couldn't do anything to fix her scars either.

"Pen?" She turned to see Wanda standing her doorway.

"They're ready for you."

"Can you promise me something?" Penny turned to the older girl.

"Anything." Wanda assured. "Promise you'll protect them. Dad, Pepper, Morgan, Happy, Rhodey. All of them."

"I'll do whatever I can." Wanda assured as Penny put on her brown jacket.

"Guess that's all I can ask for." Penny nodded before following her to an empty storage room just outside the common room.

"Here." Shuri said handing her a black satchel. "It is made with vibranium thread. And holds extra pockets inside."

"Cute," Penny noted, she paused seeing a panther head on the strap. "Can I keep this when I get back?"

"Only if you bring me back cool tech."

"Only if they have any."

"Deal."

"You also need protection." Rocket walked over to her holding out a small blade.

"When did you get that?" Quill was ignored as Penny took hold of it.

"You push this button." Rocket pointed to it.

Penny pushed it, leaning back slightly as a long and beautiful blade popped out. "It's beautiful." Penny muttered.

"Look," Quill began stepping forward. "You can't-" Penny looked over at Quill's cut off seeing Carol and Steve holding him back. "-Whatever." Quill stepped back as Penny put it in her new bag.

Strange held a silver necklace with a spider shaped locket, a web like design on it. Behind him Wong was preparing a bright multi color portal. "This is similar to my necklace that once held the time stone." It glowed slightly as he put it on her. "Only you, I or anyone you specifically name can take it off. Never take it off. Understand?"

"Yeah." Penny nodded messing with it.

"Good." She looked over to Wong. "It is ready."

She quickly walked over engulfing Pepper and Tony in a hug. "We won't be separated so long this time." Tony whispered. "I promise."

"Just take care of each other while I'm gone." Penny asked.

"Always." Pepper agreed although Penny could hear her holding back tears.

Penny tried to remember their warmth. She had no idea what to expect from this world. What if they were zombies? Or evil? What if Hydra took over? What if Napoleon didn't invade Russia in winter?

She reluctantly separated from them and turned back to Strange.

"I'm hoping we'll get this sorted out by a month." Strange tried to assure. "If it takes longer we'll send word."

"Right." Penny adjusted the purse as she stared at the portal. "What kind of world are you sending me to?"

"If I'm right," Strange said reassuringly "It'll be like our own, with only small differences."

"You know that could mean anything?"

Strange put a hand on her shoulder. "Try to find me or Tony in that world. Don't try to fly solo. Understand?"

"Sure." Penny stepped closer, stopping to look back. Ever since Ben and May died, she had Tony and Pepper. They had lost her before. "I'll be back before you know it."

"You will." Tony promised. Penny looked back at the portal, taking a deep breath before stepping in- A blast rang through the compound, shaking it.

"Dad!" She turned back to see smoke spilling through as dozens of multicolor laser blast like things shot out of it.

"Dad!" She cried out again, about to rush to them - when white light engulfed her. She was in a vortex of colors, tumbling through nothing, desperately reaching for anything. She had to get back. They needed help! She needed to be with her family. A patch of white appeared at the end of the vortex.

_Wait, it's not white_. Penny gasped before landing on the ground with a thud. "Ow." She said before pulling herself up. _It's tile._

A quick look around showed she was in the Compound, the exact same room she was in before. Except this time it was completely empty. She couldn't even hear the AC humming. "Fri?" She pushed herself to her feet. "Fri?" Nothing. The power must be out then. She quickly walked over to the door. She had to find the others.


	2. Chapter 2

**Notes for the Chapter:**

> So I want to apologize. I hadn't thought of adding trigger warnings to this fic until I re-read more peril in thine eye by iron_spider , also on this website, also can't recommend it enough.  
> So Trigger Warnings for flashbacks, PTSD, references to torture, mild panic attack(?)  
> Also I got 6 kudos on my last chapters, so I'm really happy about that. Thank you for my first kudos!

**Earth 616164**

Penny slowly walked out, looking around to find the hall empty.

"Hello?" She called out turning down the hall she knew would lead her to the training room. Only the emergency lights were on. The hair at the back of her neck stood. She quickly spun around seeing two Chitauri behind her. Penny yelped as she lifted the purse, using it as a shield against the Chitauri blade is it came down on her.

She let out a breathless laugh. _Thank you Vibranium!_

Penny pushed the purse up, before kicking the Chitauri in the stomach, knocking him into the other and sending both sprawling onto the floor. She spun back, taking off down the hall, ignoring the pounding footsteps and screeching behind her.

"Friday!" She called out as she struggled to pull the blade out of her bag. "Call for anyone!"

Penny quickly turned down a hallway on her right, finally managing to pull the blade out. She whirled around, activating it like Rocket had shown her, slicing at the first Chitauri that came after her. It roared, stumbling back and into it's partner as it clutched onto it's sliced eye.

_She was strapped to the Chair again. The cold metal digging into her ankles and wrists as she fruitlessly struggled to free herself. The muzzle tight around her jaw, muffled her screams._

_The knife was slowly dug into her skin as it was dragged over her._

She screamed as she was knocked back to reality and onto the floor, the blade sliding along the floor to the wall. She pushed at the Chitauri on top of her, barely managing to keep it at arms length, and trying to track the other Chitauri.

_Come on little spider. Are you not strong enough?_

Two blasts of red energy shot above her, knocking the Chitauri off her. She sighed in relief, pushing herself to her elbows as she saw a hole in the chest of one Chitauri and a hole in the head of the other.

She looked behind her to see Wanda, Sam and Rhodey coming behind her.

"Yay, teamwork." She joked not registering their widening eyes as she grabbed the knife and pushing herself to her feet. "Where did those things come from?"

"Penny..." Rhodey said slowly as she put the blade back in the bag. "How did- Where did-?"

"It's a long story. Where's Dad and Doctor Strange?"

"Dad?" Sam repeated slowly.

"Penny?" Her muscles tensed at the voice, her eye started to itch, and her throat tightened. She swallowed, forcing a breath.

_Penny, Penny, Penny. He said as he walked closer to her. She hung by her wrists in the middle of the room. This was always suppose to be between me and Tony. I'm almost sorry you got dragged into this._

_He swung his fist at her_ as a hand landed on her shoulder in the real world. Penny jumped to the ceiling, whirling to face him. Her pincers burst out as she released a hiss at Quentin Beck.

Quentin Beck stood at the entrance of the hall just behind the Chitauri bodies, wearing jeans and a brown sweater over a black shirt. Behind him stood a pale man with shoulder length black hair, wearing black jeans and a long sleeve green shirt. She'd never let Beck hurt her again.

The man in green tilted his head at her. "You're a long way from home, aren't you?"

"Penny!" Beck called stepping forward. She hissed again clinging tightly onto the ceiling.

Penny's eyes stayed locked on Beck as Wanda spoke "What are you talking about?"

The man in green stepped closer to Beck, almost directly under Penny. "What universe are you from?"

Penny looked down at him, recalling videos from the Battle of New York. "You? You're Thor's brother? Loki?"

"Yes." He said softly. "What's your name? Your full name?"

_As much as I love my brother, Thor once told her as she braided his hair. I don't think anyone could ever trust him._

"No." She clutched onto the ceiling tighter. "You're the bad guy. Why should I trust you?"

Loki smiled bitterly. "I thought we were friends, little spider?"

_Hey there, the woman she'd only seen in photos said coming closer to her. You're a long way from home aren't you?_

_She had broken free of her restraints when Beck was gone. She was looking for a way out when the woman found her._

_Don't worry. She said as her face and voice slowly morphed into Beck's. I'll help you little Spider._

"No." She spat bitterly. "No. This isn't real. You're not real." She glared at Quentin. "You." She launched herself at him, slamming him against the ground. 

"Penny!" Wanda exclaimed as Penny's hands wrapped around his neck.

Beck grabbed onto her wrists that held onto the front of his shirt. "Pen-"

"You're never going to hurt me again." She hissed desperately, feral like an animal.

Arms wrapped around her waist and wrists, trying to pry her off Beck. Beck lifted his hand, spraying green smoke in Penny's face as red tendrils around her hands, pulling her off him.

Penny screamed rushing back- knocking off the arms around her- as she rubbed her eyes furiously. She looked around wildly. "That's not going to work on me again." She declared staring down at Beck from where he sat on the ground, as she distantly heard pounding footsteps.

"Penny." Beck said softly. "It's me-"

"Quentin Beck." She hissed. "Mysterio."

"Then you know I'm a friend-"

"You're a monster." She hissed before rushing toward him again.

Penny came to a halt as a red cloak wrapped itself tightly around her, pinning her arms to her side. She looked over to see Steve Rogers and a Stephen Strange with more grey hair and a horizontal scar on his right cheek.

"Enough." Strange said stepping closer to her even as she struggled. "Stop struggling or you'll hurt yourself." His gaze travelled over her as if trying to solve a puzzle. "This is not your universe, is it." It wasn't a question.

"Wait," Sam spoke up as Bucky with short hair arrived. "You're saying the multiverse is real?"

"Yes." Loki and Strange said at once.

"And we have a traveler." Loki said coming closer, stopping when Penny stepped back. "How'd you get here?"

Penny shook her head. "I'm not telling you anything until Dad gets here."

They exchanged puzzled gazes as the cloak let her go, settling on her shoulders instead. "Your Dad?" Steve finally asked.

"Tony Stark." She reminded not to gently. Steve was always skeptical of Tony's parenting abilities. "Iron Man. Husband of Pepper Potts- Wait are they married here? Is he still Iron Man?"

"I thought Tony only had the one kid." Sam said.

"I'm adopted." Penny reminded.

"Yes." Wanda said gently placing a hand on her shoulder. "Tony and Pepper are married, but Tony retired as Iron Man." She looked at her softly. "Let me take you to the med bay as the others inform Stark."

"I'm fine." She tried assuring. Only to hiss as Wanda pushed back the cloak, brushing over her side that yelled in pain. "But a second look never hurt."

"Definitely Tony's." Rhodey said fondly as he followed them.

"Is Dad at the cabin?" She asked Rhodey. "What about Uncle Happy?"

"Yeah." He said as the cloak slipped off her, undoubtedly going back to Strange. "And Happy's with them and May."

"May who?"

*******

Beck sat against the wall, head between his legs as the trio disappeared down the hall. She was afraid of him. No Penny was terrified of him.

He thought back to the girl he met eight years ago.

Before the Avengers were forced to split, Beck and Tony had found videos on a vigilante in red and blue pajamas swinging through the city. Literally swinging. Tony's interest were quickly sparked. By the next day he was already making a new suit. And by the next week a bright blue eyed teenage girl with shoulder length brown hair was walking into Avengers Tower with Tony.

_"This is amazing!" Penny proclaimed excitedly. "I'm in Avengers Tower! The Avengers Tower!"_

_"Calm down, kid." Tony said fondly as Beck watched them come further into the common floor._

_"Stark," Loki greeted mockingly. "Have one of your conquests finally claimed you fathered a child?"_

_The girl turned bright red as she fruitlessly stuttered an answer._

_"Nothing like that Reindeer Games." Tony answered shortly. "This is Penny Parker, my new intern."_

_"Since when do you take on interns?" Beck challenged. He's known Tony since before the Avengers, and he never seemed eager to take on any interns. SI would, but not Tony. He didn't even seem all that interested in children (Or 'small humans' as Tony called them)_

_"Last night." Tony answered plainly. "Kid this is-"_

_"Let me guess." Penny answered eagerly. "You're Loki, the Magician?" Beck noted, it was rare that someone didn't automatically call him 'Thor's brother'._

_"It's Seidr User but 'Magician' is as close as you mortals will get to it." Loki corrected before turning to his book, but not before Beck caught his smile._

_Penny smiled shyly before looking to Sam. "You're Sam Wilson, the Falcon."_

_"He prefers the Pigeon." Tony added quickly._

_Before Sam could protest, Penny smiled mischievously. "Sorry Mr. Pigeon."_

_Beck snorted, turning her attention to him. "And you're Quentin Beck. Mysterio."_

_Beck waved to her. "Hi kid."_

_"This is so cool!" Penny exclaimed. "And I have so many questions! How does your magic- seidr, sorry- work? Is it genetic? Does Thor do it? And your wings? Are they carbon fiber, cause that would explain the flexibility? And how do your powers work? I heard you had a lab accident like Dr. Banner but still- Where is Dr. banner? I've heard a lit of rumors-"_

_She stopped when Tony put a hand on her shoulder, a glimmer in his eyes Beck's only seen with Clint. "Breath kid. Or give a chance for someone to answer." She smiled sheepishly._

_"Sorry, just really excited,"_

_Maybe the new girl would be good for him._

"Quentin." He looked up as Loki knelt in front of him.

"I'm fine." Quentin tried assuring as he stood up, trying to brush off his concern.

"Right." Strange said skeptically.

"I need to tell Tony." Quentin said as he stepped over the Chitauri bodies, and out of the room. DIstantly he heard Loki say something about taking care of the bodies.

"Quentin." Steve said gently as he walked after him. "You need to take a minute-"

"I'm fine!" He reasserted.

"No you're not." Strange said following him too. "Look, let me go instead-"

"In case you've forgotten Tony hates you." Quentin pointed out.

"At least let me go with you then." Strange said as they got to the garage. "I can take us by portal."

"No." Steve protested. "Beck, Penny needs you here with-"

"I am the last one she wants!" Quentin whirled on him. "You fought with her once and all of a sudden you know her?" Steve hadn't taken the time to know her like he had. He took a deep breath. "She despises me. Is terrified of me. And I don't even know why." He looked to Strange. "If you're right about her being from another world, it's clear our worlds are very different. But she still needs Tony."

*******

Tony sat on the couch staring at Morgan as she played on the floor with Nathaniel Barton. He thought he would invite the Barton's over and have a good time. Morgan and Nathaniel became fast friends.

Penny would've loved this.

"Hey," He looked over as Scott sat next to him. "How you doing?"

"Just watching the gremlins." Tony said as Moran began chasing Nathaniel. "No running!"

The kids yelled out 'okays' they were already ignoring. Cassie, Lila and Cooper were chatting in one room about everything they missed while Pepper and Laura prepared some food. May and Happy outside talking.

"So where are the others today?"

"Compound." Tony shrugged. "Tonight's just family night."

"Then where's Rhodey and Quentin?"

"They're not coming tonight. Apparently Rogers roped them into-"

"Stark!" They looked over as Strange and Quentin walked in via portal.

"Wow." Cooper said staring at the portal.

"Awesome." Cassie agreed.

"What are you doing here?" Tony demanded rising.

"I know this sounds strange-"

"Pun intended?"

"-But it's Penny." A chill ran up his spine as he pushed Strange against the wall.

"Don't say her name."

"Tony." Pepper called out softly.

"She's at the Compound." Quentin blurted desperately as May and Happy walked in.

Silence engulfed the room.

"What does that mean?" Scott asked breaking it.

"You're lying." Tony hissed as screams- a specific one echoed in his mind. "You're lying."

"Stark-"

"She's gone! I held her as she died! Penny's dead!"

**Notes for the Chapter:**

> Thank you for reading. I can't promise weekly updates but I'll do my best. Please leave kudos and comments. Stay safe.


	3. Chapter 3

**Notes for the Chapter:**

> Trigger Warning: Character death. vaguely mentioned alcoholism. Paralysis.Mentions of torture. PTSD.   
> Sorry for delay. Thank you to everyone who left kudos. Please leave comments and kudos. And please enjoy.

The room was silent at Tony's declaration.

Tony remembered the smoke that burned his nose and stung his eyes. The roar of battle echoed around him. Fear clawed his throat, threatening to suffocate him.

" _Mr. Stark!" An eager young girl in a colorful spider suit running to him. "You will not believe what's been going on!"_

_It worked. He got her back. He had considered himself lucky after the first year. He and Pepper married and had a daughter of their own. His best friends Rhodey, Happy and Quentin survived. The Avengers were running and didn't need him to hold their hands anymore. He could finally retire. Yet nothing was complete without her._

_"Remember when we were in space and I got all dusty?" He could barely pay attention to her words as he stared at her in awe._

_Somehow he lost sight of her in the battle. Rhodey, Beck and Pepper couldn't keep track of the quick moving spiderling either. He focused on fighting Thanos. He, Thor, Cap and Carol fought to kill him. Yet even all at once, they were little more than flies to him. Somehow Thanos managed to get the gauntlet again._

_Thanos hand wrapped around Tony's neck, slowly tightening. Tony tried clawing his gauntlet less hand, bucking in Thanos grip, blasting him in the face to no avail. He couldn't give up! For Penny! Morgan! Thanos raised the gauntlet ready to obliterate him- When a blur of red, gold and blue crashed into Thanos, the force of which sent Tony flying back._

_Tony must've blacked out for a moment. When he woke up, Penny wore the gauntlet and was staring Thanos down. "Penny!" He cried as she snapped her fingers. In a flash, Thanos and his army turned to dust, like so many had years ago. And Penny laid motionlessly on her side on the ground. "Penny!"_

_Quentin was the first to get to her. He gently turned her onto her back. Tony swallowed down his bile, his heart plummeting as he took sight of her scarred skin. Her entire right side looked to be fiercely burnt. The burns went up her face and down her leg to, completely engulfing her right half. The gauntlet seemingly have melted into her arm. She whimpered slightly as her eyes opened to slits._

_"Penny." Tony said gently, kneeling next to her._

_"M-Mr. Stark?" She asked softly, her gaze shifted slightly. "Mr. B-eck?"_

_"Yeah kid." Tony said as he petted her hair softly. "FRIDAY vitals."_

_"D-Did we win?" She asked her gaze pleading._

_"Yeah, kid." Quentin said gently from where he knelt on her other side, Rhodey coming next to him as Pepper knelt next to Tony. "All thanks to you."_

_"Critical boss." FRIDAY said mournfully._

_Penny smile faltered. "May? May?!"_

_"She's fine." Tony assured, May had survived, and Tony did everything to help her._

_"Tell her-" Penny cut off with a wet cough. "-I'm sorry. A-And that I love-" She cut off as she spit up blood._

_"It's alright." Tony cooed softly as he gathered her in his arms as gently as he could. Still a small pained whimper escaped her._

_"May... Y'all-"_

_"Don't worry." Pepper said softly, petting her hair, ignoring her own tears. "We'll take care of each other. You can rest now."_

_"I- I can't lea-ve y'all again."_

_"We'll be fine." Tony swallowed his tears as he began rocking her gently. "Thanks to you Spider- Girl." Tony began humming a lullaby he barely remembered as Quentin waved his hand over Penny's face, trails of green smoke waving around her. Tony watched as her gaze softened, become peaceful as her eyes finally drifted shut._

_A couple of days later, the Avengers and company gathered at the lake house for a small funeral. They buried her under a tree by the lake. Honestly Tony was surprised she didn't want her buried with the rest of their family. When he asked May about it she simply said 'This is where her family is.'_

_Her headstone was simple like May wanted, it had her name, the dates and a small phrase 'With Great Power Comes Great Responsibility'._

_Steve handled the words. He and May were too emotional to say anything. During the reception, almost everyone left him alone as he stood watch by her grave. A small part wanted to check on Quentin, the last he had seen of him, he was cradling a beer bottle. Yet he couldn't bring himself to leave Penny's grave. Later he would find Strange standing off to the side._

_'Tony.' Strange greeted._

_'Let's talk.' Strange took a deep breath before following him into the woods. 'One in fourteen million, huh?'_

_'And Six hundred and five.' Stephen added softly, not noticing Tony activating his metallic glove. 'You have to know I didn't want this-'_

_'Yet it still happened, and you didn't stop her.' Tony stared at him bitterly. 'You know what I'm about to do, right?'_

_'Tony-' Stephen was cut off as Tony punched the left side of his face, a horizontal cut appearing on his cheekbone. Without another word, Tony stormed off, not at all surprised when Strange didn't follow._

_He was surprised when May allowed for Spider- Girl to have a memorial service though. 'I've already buried Penny', May explained to him gently. 'But Spider- Girl was an inspiration to Queens, even after the Decimation. Let New York mourn her.'_

_New York held a grand memorial service for the fallen hero a week after the Battle with Thanos. The service included an empty coffin, paraded to a statue in Central Park. She was in her infamous pose, a line of web being shot off. At the base of the statue was a plaque reading Spider- Girl: Friendly Neighborhood Hero._

"She's alive?" May asked softly, her gaze locked on to Strange.

"May," Tony tried as May continued.

"Didn't you hear them?" May said tears streaming down her face. "They said she's alive. My baby girl. How is that possible? Where is she?!"

"Mrs. Parker." Strange said regretfully, his gaze softening as the portal closed behind him. "It isn't your Penny."

"What do you mean?"

"How is that possible?"

"Is this some sick joke?!" Were all yelled at once. Everyone, but the teens and still absent children, rushing forward.

"Tony," Quentin said gently. "It's Penny. But not out Penny. Not the one we've known at least."

"What the hell does that mean?!" Tony demanded coming to stand next to May. They needed each other's strength now.

"What he means," Strange said. "Is that the multiverse is real. We all have countless counterparts littered throughout the multiverse. And a Penny Parker came to this world."

"How?" Scott asked bewildered. "Why?"

"I don't know." Strange said. "She refused to tell me anything until you were there." He said to Tony.

"Where is she?" May asked eagerly.

"I left her at the Compound with the others."

Tony ignored the panic that threatened to consume him. "Take me to her."

"I'm going with you."

"May-"

"This is my kid, Tony." May argued. "It's either I go with you or Happy brings me but I'm going."

Tony sighed. The Parker women were a force to be reckoned with. 

*******

Penny slowly woke, sorting through her memories. Tony, Strange and her agreed she'd go to an alternate world for both her protection and to protect the stone. She arrived at the Compound with most of the Avengers and was waiting for Strange to return with Tony,

Ugh, Had she been drugged? Her tolerance had grown since her time with Beck. Beck! He was here. He was somewhere here. Wanda and Rhodey had taken her to the med bay, and then...? Had they drugged her or had she passed out?

She sat up, scanning the room. It looked almost exactly like her room in her world. She walked around the room, pausing when she got to the pictures. One was of her and a middle aged woman with long, light brown hair wearing glasses. The next was of her and Tony holding up a Stark Industries certificate upside down, each holding bunny ears over the other. The next was of her, Tony and... and Beck! The three of them were sitting around a table, laughing.

How far did Beck's deception run here? Or was he a good guy? She wasn't entirely sure which was a scarier idea. Penny looked around, noting her bag, jacket and shoes were gone. She checked her wrists, her web shooters were there.

She quietly snuck out of the room, delightfully surprised when she didn't see or hear anyone. Penny took off in a random direction. Everything looked the same. But things had to be world shattering different for Loki to be a good guy right?

"Hey!" She looked over to see a young man with light brown hair wearing black slacks and a white button up shirt walking down the hall toward her. "Who are you?"

Did he know the Penny of this universe? Did he like her? Would he even believe her? "Who are you?"

"Harry?!" They looked over to see Sam walking toward them. "What are you doing here?"

The man- Harry- sighed heavily, much like Tony did when he talked about Howard. "Had to get away from everything. Now," He looked back to her. "Who are you?"

Penny looked over to Sam, not sure how much to trust the young man in front of her. Sam sighed, "It's uh complicated. You know multiverse right?"

"Of course." Harry said as he looked to Penny, eyes widening as he seemed to put the pieces together.

"Harry, meet Penny Parker from an alternate dimension." Sam looked to her. "Penny, this is Harry Osborn, Tony's been mentoring him last couple of years."

"Tony or Pepper?" Penny asked curiously. Neither of them really mentored anyone, well except for her and Harley.

"Both..." Harry said softly as they walked down the hall from the direction Sam had come from. "You're Penny Parker?"

"Parker- Stark." She looked to him. "So your Norman Osborn's son?"

After she returned, she looked up random celebrities to see who was or wasn't snapped. She was glad to see Robert Downey Jr, Scarlett Johansson and Chris Evans had survived. She had mixed feelings about actors like Tom Holland and Zoe Saldana had been snapped like her. It was the ones who died in accidents caused by the Snap she felt saddest for. Millions of innocents killed. She also read that Norman Osborn died when the pilot of his private jet vanished.

"My condolences." Penny continued.

"For what?" Harry asked brows furrowed. Before she could answer she heard Tony speak.

"Kid?!" She looked up to see they were in the common room. Tony, Rhodey, Happy and the woman she had seen in the picture.

"Dad," Penny said relieved rushing to embrace him in a hug. Neither noticed as Happy and Rhodey shared a look. "I know this sounds crazy but I'm from another universe. And Beck maybe evil."

"Penny." Tony said as they separated, a strange look in his eyes.

"Miss Parker," She looked back to Strange. "Things are different between this world and your own."

"Penny..." the woman said walking closer.

"Yes?" She asked confused. The woman let out a sob of relief before embracing her.

Penny stood confused for a moment. She looked familiar, but how did she know her? Penny gently put her hands on the woman back, pausing when she heard the woman let out a sob, before she gently pulled her off. "I'm sorry, but who are you?"

The woman stared at her jaw dropped and her brown eyes watering even more. "Penny, it's me. May."

"...May?" Penny felt her brain sort out for a moment as the pieces finally clicked in her mind. "May Parker? Ben Parker's wife?"

"Yes!" She exclaimed cupping Penny's cheek. "It's me your aunt."

Penny flinched, stepping back. "No." She said slowly. "That's- That's impossible."

"Penny." Tony said softly.

"Pen, it's me." May said reaching for her.

"Don't call me that." Penny sighed as the woman flinched. "I'm sorry. I just- I don't know you."

The woman- May released a soft sob, Happy placing a hand on her shoulder. "How do you not...How old are you?" May asked softly.

"16. I was snapped- Did y'all have a Thanos fight here too?"

"Yes." Tony said bitterly walking forward. ""How did y'all beat Thanos?"

"It's a long story." Penny said nervously as she fiddled with the necklace, not knowing where to start.

"We got time." Penny whirled seeing Natasha wearing a pair of black jeans and matching tank top, her hair was red at the roots with platinum blonde tips, coming in from down a hall.

Penny felt her heart leap as tears filled her eyes. "Auntie Nat!" She cried before rushing to embrace the older woman. "Nat! Oh my gosh, I never thought I'd see you again!" Logically she knew this wasn't her Natasha, but she couldn't help herself. "When Clint told me what happened I-"

"Clint?" Natasha asked as she pushed her away by her shoulders gently. "Clint's alive?"

"Does that mean he's not alive here?" Penny said softly.

"We fought on Vormir for the soul stone." Natasha explained.

"I guess that means you two are evenly matched. I'm sorry."

"It's not your fault." Natasha assured. "

Then it's not yours either." Penny tried to assure.

"Try convincing her that."

Penny whirled to see Beck, Steve and Scott behind her. Penny stepped protectively in front of Natasha as Beck raised his hands up non-threatening, her pincers popping out automatically. She was still getting used to them since they appeared while she was held captive. Doctor Strange said there appearance was from a mixture of puberty and intense stress.

_One of her first nights back she had a fierce nightmare, waking up in a panic to find a dark silhouette above her, trying to shake her awake. Fear consumed her, with Beck she was almost always gagged. Her instincts took over as she bit the arm of the man holding her. When the lights turned on, she let go at the sight of Scott, who fell limply to the floor._

_"Shit!" She looked up as Steve and Cho rushed to them._

_"It was an accident!" Penny said with a slight lisp, tears streaming down her face. "I-I didn't mean to."_

_"It's alright." Steve assured as Cho checked on Scott._

_"He's breathing alright, but let's get him onto a bed."_

_After two hours, Scott was able to move again. Her bite, therefore her pincers, were filled with a paralytic. And came out almost every time she felt threatened._

"I won't hurt you." He said softly. "I'm not the Beck of your world."

"Why should I believe you?"

Natasha placed a hand on her shoulder. "I don't know what happened in your world, but Beck's a good guy. And if you don't trust him, then trust me."

Penny held her arm lightly. "Alright."

"Now why don't you tell us what happened in your world." Natasha suggested leading her to the couch where Tony and the others were. Sam and Harry having migrated over at some point.

"It's a long story." Penny began softly.

"We got time." Wanda reassured from where she sat next to Hope and Scott. Penny took a deep breath before launching into her story.


	4. Chapter 4

**Notes for the Chapter:**

> Trigger Warnings for war, battlefield injury, implied PTSD

**Earth 616164**

"Now," Strange said patiently. "How are things different in your universe?"

"Well after we were brought back..."

_Penny gasped as she opened her eyes, taking in the dusty, red planet. She sat up she looked around, spotting the others slowly getting up. Everyone except for the blue lady and-_

_"Dad?!" She called out, looking around wildly. He wouldn't leave her._

_"Penny." She looked over to see Strange walking toward her. "Listen to me. Tony's not here. We need to go back to Earth, they need our help to beat Thanos."_

_"He wouldn't leave me." Penny said as she stood up._

_"Listen," Strange said gently. "I know this is hard to believe, but you left him. Penny." He cupped her cheek gently, "He didn't leave you, you left him. We've been gone for five years." Penny flinched back slightly. That wasn't possible._

_"Thanos succeeded." Strange continued. "And Tony has spent the last five years trying to get you back. And now he's succeeded. But he needs our help beating Thanos once and for all." His hands moved to her shoulder. "I know it's hard, but we need to go. Now."._

_Strange opened up a portal leading them to a battlefield. She looked around to find hundreds of other portals opening with thousands of other people, soldiers coming out. In front of them was an army of aliens. Thanos was in front, close behind were the two they fought in New York. Thanos held a large double bladed sword._

_"Avengers!" She could hear Cap cry. "... Assemble!"_

_And with a mighty cry their armies ran toward each other._

_The battle felt like a dream. She was weaving in between the aliens. fighting and barely escaping. She had to find Tony. Quickly finding him with the giant troll looking guy. She quickly shot web at the back of the troll pulling him away from Tony- just in time for Giant Man to step on him. Awesome._

_"Dad!" She yelled rushing to him, pulling him to his feet as her mask went away. "You will not believe what's been happening." She paused. "What's that gray stuff in your hair?"_

_"Uh..." He almost looked in shock. "Gray hair."_

_"Oh. That's new. Do you remember when we were in space? And I got all dusty? I must've passed out, Because I woke up, and you were gone. But Doctor Strange was there, right? He was like, 'It's been five years. Come on, they need us.' And then he started doing the yellow sparkly thing that he does all the time–" he seemed to be ignoring her, instead just wordlessly walking closer to her. "What are you doing?"_

_Silently he engulfed her in a hug, kissing the side of her head. She hadn't realized how tense she felt until that. She released a shaky breath, holding onto him tightly. "This is nice."_

_The battle continued for what seemed like an eternity. She looked over to see Thor, Steve, her Dad and the glowing lady fighting to get the gauntlet which looked significantly different from what she remembered. Thanos had batted everyone away except Dad who he held with his bare hand by the neck. But he was charging his other hand with purple energy._

_"Dad!" She cried before side slamming Thanos. The impact forcing him to let go of Tony and messing with his shot causing him to destroy one of his leviathans. Penny gasped as she flipped over him, sliding on all fours before stopping. She looked to see his livid stare on her._

_"Insect." He hissed grabbing her by the neck, lifting her to eye level._

_"Arachnid." She choked out. What did Auntie Nat say?_

_A ruthless man will make death quick, you'll have to take him out fast. A self righteous man is more likely to monologue or give you last words. Use that time wisely._   
_"I hoped to give you all a quick, painless death, but now..."_

_"W-wait." She said breathlessly letting her mask come undone. "If you're going to kill me, at least look me in the eye._ "

_His face crumbled slightly, before he nodded making eye contact as he raised his gloved hand. "Very well. As I had once said 'I am-"_

_He cut off as Penny spat in his eye, her hands yanked so harshly on his fingers she heard them snap. As he screamed, she flipped over his head, webbing the gauntlet to herself, before rolling to the ground and took off running to where she had seen the glowing lady. She could hear Thanos chasing after her._

_"Glowy Lady!" She called out frantically. 'Glowy Lady! Glowy lady!"_

_"To your left." She looked over to see her digging herself out a crater._

_"Catch!" She yelled tossing it as pain erupted in her right leg, seconds before she was yanked back._

_She landed on her back with a gasp. She glanced at her leg to see a long piece of metal- maybe a sword- sticking out of her calf. Thanos was stalking past her toward the glowy lady, part of the destroyed double sword in his hand. Where'd he get that?_

_Penny shot twin webs at him, yanking him back. He only stumbled slightly, before looking to her again, a strange mixture of anger and amusement on his face._

_"Had this been another battle," he said standing over her as she weakly tried to crawl back, her leg absolutely useless. "I would've kept you as my own, like I had with my Gamora. Over time I would've been a father to you."_

_"I already have a father." She hissed as Thanos stepped on her left arm, undoubtedly breaking it. She screamed in pain, trying to push it off her._

_Thanos lifted his sword above her- And was quickly blasted off_.

_She stared as Tony stood between them, his armor unfolding unveiling what seemed like hundreds on repulsors. "You will never touch my kid again." He blasted every single one at Thanos as a snap echoed across the field._

_Penny looked around as the evil aliens around them turned to dust. She looked back to see Thanos had pulled himself shakily to his feet, covered in cuts and gashes. He stared at his disintegrating army incomprehensive before he too turned to dust. Penny let out a sigh, laying her head back down, breathing heavily. They won._

_"Penny!" She whined as Tony moved her slightly, blinking up to him._

_"We won, Daddy."_

_He released a breathless chuckle. "Thanks to you spiderling." He looked across the field. "I need a medic!"_

_As if summoned, Strange appeared, the glowy Lady on his heels as she held the gauntlet on her side._

_"Nice throw Penny Parker." She praised._

_"Nice catch." She smiled back. Only to squeeze her eyes sight with a small yelp as Strange examined her leg._

_"It's OK." Tony assured before looking to Strange. "How bad?"_

_"She'll live." Strange assured as Penny looked to him. "But we have to get the metal out."_

_"What?" Penny squeaked as Pepper arrived._

_"Penny!" She cried kneeling in between the glowy lady and Tony lightly grabbing her right hand._

_"Your natural healing is already trying to heal around it." Strange explained. "If we leave it in we risk you healing incorrectly and the further risk of amputation."_

_Tears pooled in her eyes as she nodded. "Won't she bleed out if we take it out?" Pepper asked worriedly._

_"Don't worry about it." Strange said as his cloak wrapped itself around her right leg just under her knee tightly._

_Penny let go of Pepper's hand. "Sweetie-"_

_"I don't want to hurt you."_

_"Honey you won't -"_

_"Take my hand then." The Lady offered which Penny took. If she survived a head butt from Thanos she could handle Penny's strength. Right?_

_"Ready?" Strange asked. She nodded. "1-2-"_

_Three was never heard over her screams, and darkness consumed her. Later she woke up in a Wakandan hospital surrounded by Tony, Pepper and a new little sister, Morgan. Turns out she was strong enough to break glowy lady- Carol's hand._

"...And yeah." Penny finished awkwardly. She was sitting on the couch by Tony and Natasha. May and Happy were across from her. The others littered across the room. Beck thankfully, keeping his distance. The room was silent for several moments.

"You gave it to Carol." Tony finally said softly. "You gave the gauntlet to Carol."

"I was just trying to get it away from Thanos." Penny explained softly. "If I didn't find her, I probably would've-"

"Snapped yourself?" Tony spat. "Do you know how stupid that was?!"

"Well I didn't, did I?" Silence enveloped the room as May let out a sob. "I did, didn't I?" Penny slowly realized, she looked at there somber faces. "Where am- What happened to this world's version of me?"

"You stole the gauntlet from Thanos." Steve began. "And you put it on, and snapped. You didn't even hesitate."

"But the radiation was too much for you." Bruce said softly. "And you- Penny, you're dead."

"No." Penny shook her head numbly, her hand reaching up to her eye. "I'm... I died?"

"Yes." Strange said somberly as she brought her hand down and began fiddling with her necklace again.

"But Carol was completely fine when she snapped."

"Carol has tesseract flowing through her veins." Tony pointed out. "You have spider in your veins." He sighed heavily. "Why didn't you give it to her?"

Penny placed a hand on his shoulder, obviously he wasn't talking to her, but she wasn't entirely sure what to tell him.

"What about before?" May finally asked, "You keep calling Tony your Dad, why? Where were Mary and Richard? Ben and I?"

"Richard's not my father." Penny started. "Biologically, I mean. But you had told me that he married Mom as soon as he could so he can claim me as his own. They died when I was 6, in a plane crash." May nodded to herself. "After they died I moved in with you and Uncle Ben until I was 8." She gestured to May. "After that I moved in with Tony and-"

"Wait." Happy interrupted. "What happened to May and Ben?"

Penny looked down. "Mugging gone wrong." She said softly. "Ben died instantly. You," She looked to May. "Died at the hospital 2 days later."

May's hand flew to her mouth.

"But if you're alive," Penny started. "Are my parents? Ben?"

"No." May said sadly. "Mary and Richard also died in a plane crash. Ben..." She took a deep breath, "Ben died eight years ago. When you were 14."

"Oh," Penny said softly.

"How'd you end up with Tony?" Harry finally asked.

"Tony's my godfather."

"I'm your what?!" Tony exclaimed.

"Godfather," Penny said again. "You and Richard were friends at MIT, right?"

"Yeah, but we lost touch afterwards and... Son of a bitch." Tony looked to her. "Is that why Richard sent me that letter?"

"What letter?" Penny asked looking to Tony, not seeing May behind her, miming for him to be quiet.

"I- Uh- Sorry I was thinking of Reed Richards. Wrong scientists." He then looked to May. "Did you know I was her godfather?"

"Yes." May said guiltily. "We were going to tell you, but then you announced you were Iron Man and- I couldn't put her in that kind of danger. I'm sorry."

"You seriously have no idea who you're father is?" Harry asked a strange tone in his voice.

"No. Why you got an idea?" She asked sarcastically facing him, not seeing the looks May and Tony sent.

"Of course not." Harry said. "Not knowing your father. How nice must that be."

"Does that Norman was a dick like Pepper said?" He was one of the few people Pepper struggled to act civil around.

"Penny!" May scolded.

"Yes." Harry and Tony said together.

"And 'is'." Harry continued. "My father was snapped, but he's back now."

Penny stared for a moment. "I'm not sure if I should say 'Congrats' or 'Sorry'."

Harry thought for a moment. "Yes."

"As interesting as all this is," Loki began leaning forward. "None of this explains why you travelled dimensions."

She felt all eyes on her as she began fiddling with the necklace. She wasn't told what to tell the others. Should she even tell them? Penny glanced over to Tony, he had a life here with his wife and daughter. Almost every mission he goes on he makes a life endangering borderline suicidal move. She can't be the reason he gets hurt or worse. So if he knew the bare minimum...?

"Some of Thanos followers survived." Penny began softly dropping the necklace. "And they want revenge. So my D-Tony and Doctor Strange thought it'd be a good idea for my safety and to keep it away from them, to send me to an alternate dimension while they deal with Thanos men. Doctor Strange told me he would check up on me in a month, hopefully by then it'll be over."

"What are you keeping away from them?" Loki asked. Penny looked to see his green eyes studying her.

"Why would I tell you?" Penny questioned. Her spidey sense wasn't sensing he was dangerous, but it was definitely sensing something. Best not to get too close to him.

"I never joined your Avengers, did I?" Loki said emotionlessly. "As you said I am the bad guy. By all means you were right not to trust me." Without another word Loki got up to walk away when he suddenly froze.

"What happened to him?" Penny looked back to Tony to see him similarly frozen. Everyone was. Except-

"Give it to me." She looked at Strange.

"How did you do that?"

"Give."

"Cause it's kind of cool. I could get out of so much trouble if I knew how to do it. Are we in a pocket dimension of some kind? Or did you freeze time?"

"Penny." Strange looked to her gently. "The stones are dangerous. They're making you a target."

"Why else would I be here?" Penny questioned. "As long as we can keep one away from whoever's coming, we have a fighting chance. And I won't give it to anyone. Not even you."

Strange sighed tiredly. "I can respect that. But if you and that stone's presence here disrupts or endangers this world, I will deal with it any means necessary. Understand?"

"Like how you wouldn't give up the time stone if it was between me, Dad or the stone?" Strange eyes widened slightly. "You don't trade lives either. But nothing will happen. I promise."

Strange nodded before looking to Loki. "Be nice to him. And Beck. They aren't-"

"Don't tell me they aren't the monsters I know." Penny hissed. "They wear their faces. Use their voices. They are them."

Strange looked at her almost pitifully. "Very well, Miss Parker."

Loki's footsteps echoed as he walked out the room, everyone unfreezing.

"So the me of your dimension sent you here to be baby sat?" Tony playfully asked.

"Yeah for some reason he doesn't seem to trust me on my own."

"Did you split a ferry in your dimension too?" May questioned.

"Technically it didn't fully split." Penny defended as May started talking about the stuff this Penny had done.

"Stark." She barely heard Strange say. "We need to talk."

"How did you beat that Vulture guy?" Harry asked sitting next to er in Tony's now vacant spot.

"Oh, well when I was in high school...

*******

**Earth 61619**

Tony and Quill stood side by side as they stared at the sta chart Rocket supplied.

"These were the previous locations of the stones." Colored dots appeared as Rocket spoke. "And here's what we got so far. Does anyone see a pattern between them?"

"No." Steve spoke. "What do you see?"

"Nothing that's why I was asking."

"Well," Quill began. "When you say it like that-"

"I just asked a question-"

"It sounded rhetoric."

"You're rhetoric!"

"That's not what he meant, fox." Nebula said boredly.

"I'm not a fox!"

"He's a raccoon." Bucky said with a playful smirk.

"Don't call me a raccoon!"

"You of all people know we'll get through this." Strange said.

"What about Penny?"

"She's in the best hands that aren't ours." Strange said uncharacteristically optimistic.

"Anything else you want to tell me?"

"You did everything you could to get her back from Beck. So stop beating yourself up for once."

Tony closed his eyes. As always it was his fault she was in danger. He should've made sure Beck was somewhere he couldn't hurt anyone else. When she got back, he was going to make sure she got some therapy. Maybe Sam would be willing to do it.

Tony opened his eyes as Rocket pulled out a gun twice his size. But first he had to play referee to a slightly homicidal not raccoon. 

**Notes for the Chapter:**

> Guys, I am so happy! Since my last chapter I got 11 more kudos, 5 bookmarks (Still new so not entirely sure what that means but I'm happy) and my first comment, so extra thank you to Barricade_lover1253.  
> For referecnce Earth 616164 refers to the dimension Penny travels to and we'll be spending most of the story there. Earth 61619 refers to the dimension Penny is from. I'll label the difference if the chapter is split between universes like this.  
> I can't promise the next chapter will be this soon, so please be patient. As mentioned I'm still learning my way around AO3 so any tips are helpful. Also I'm considering changing the title so any suggestions are appreciated.  
> Please leave a kudos and comment.   
> Thank you.


	5. Chapter 5

**Notes for the Chapter:**

> Trigger Warning: hallucinations, bondage, gags, vague mentions of alcoholism .

Penny didn't know how to feel about almost everyone else's hesitancy to leave the room she was in. Strange had called Tony out, Steve and Quentin had followed them. She'd be nosy about it later.

"How did you end up as a mentee to the Stark power couple?" Penny asked Harry, not seeing the look on May's face.

"Well after the Snap I was a 17 year old kid with no idea how to run a company, and following in the footsteps of my millionaire father after his untimely death. So I figured maybe Tony Stark could help? He went through something similar."

"And he accepted you? Just like that?"

"He was still in mourning so he was still... Very emotional at the time. But I got through to him. Eventually. And Pepper said she needed to do something, so I was kind of like a project to them at first. And then we just got closer." Harry shrugged.

"Are you a hero too then?"

Harry chuckled. "Uh no. Not yet. I'm working on something though."

"Ooh." Penny said leaning forward. "Can I see?"

Harry laughed harder. "Well-" He looked down as his phone started ringing. "Crap. It's my father. I've got to take this."

Harry stood up, answering the phone as he left the room.

"He seems nice." Penny deduced. "Just needs to get out of his dad's shadow."

"This may be a little personal." Scott timidly said, "But-uh- what happened to your eye?" Hope slapped his arm, hissing something about being inappropriate.

Penny tightly clenched her fist so tight her nails dug into her palm. "I..." She swallowed as she fought the urge to scratch her eye, she could see him walking closer. "I- um-"

"I'm sorry." Scott said. "You don't have to explain. I shouldn't have-"

"How's Cassie?" Penny said desperate for a conversation change. "I know that she and Cooper were training together in my dimension, but I have no idea what she's like here."

"Who's Cooper?" Scott asked, a strange tone in his voice.

"Clint's son." Natasha said a small smile on her face. "You know Coop?"

"And Lila. And Nathaniel." Penny supplied. "You took me to the Barton farm after the Malibu house was blown up."

"You were in there?" May asked concerned and almost angrily. "Tony gave out his address and put you in that much danger?!"

"No." Penny said slowly. "I'll be the first to admit that Dad does reckless borderline suicidal things but he never purposely puts those he cares about in danger. He even gave Uncle Rhodey an Iron Man suit when he thought he was going to die and let him keep it."

"Wait I didn't have to fight Tony in one of those suits?!" Rhodey asked almost offended.

"You fought him while y'all were both in suits?" Penny laughed. "Cool! Did y'all look like those old Rock'em Sock'em toys?"

The others burst out laughing.

"Ah man," Sam laughed. "I'll never get that image out of my head."

"Who won?" Penny asked curiously.

"If Tony didn't give the press his location what happened to the Malibu house?" May asked.

"Aldrich Killian found him. Blew up the house to try to kill him. I would've been there but Auntie Nat took me to see a professional ballet as an early Christmas present. After we heard of the attack was when she took me to the Barton farm."

Penny still couldn't remember the ride, having slept for most of it, but very clearly remembered seeing Hawkeye at home with his fledglings, and pinky swearing not to tell anyone.

"That makes sense." Rhodey said almost to himself.

"Most interesting Christmas ever." Penny laughed to herself. She looked to Rhodey. "You even got me a stuff platypus that year."

Rhodey sighed. "Of course I did."

"Any other fun stories about your Uncle Rhodey?" Sam teased.

Penny grinned mischievously. "Where should I start?"

*******

  
"What's this about Strange?" Tony demanded once they were far enough away. "In case you haven't noticed, I have a distraught alternate dimension kid to care for."

"I need to talk to you about this." Strange held up a hand and pulled the green time stone out of thin air.

Tony flinched back slightly. The Time Stone.

"How is that possible?" Quentin said from behind him.

"The Stones are believed to be pure energy." Strange said as he hid the stone again. "Maybe Thanos didn't really destroy them, maybe they just took on a different form and we didn't know about it."

"So we went through all that for nothing?!" Tony demanded angrily.

_He held Penny in his arms, rocking and humming softly as she faded away._

"It's one of several possibilities." Strange said softly.

Tony slammed him against the wall. "Did we lose her for no reason?!"

"I don't know!" Strange yelled, pushing Tony off him. "All I know is that stone showed up in the Himalayas this morning. Now the question is what do we do-"

"Toss it into a black hole." Steve said emotionlessly. "No one, no thing should ever be able to use any of them."

"For once I agree with him." Tony said.

"I'm not going to destroy it. It's too great of a risk something else could get its hands on it still. I'll hide it-"

"You're an idiot then," Quentin said emotionlessly.

"Possibly." Strange said, "But the question remains do we search for the others?"

"No." Tony said firmly. "I don't want to see any of them again."

"He's right." Steve said kindly. "Those stones never should've been here in the first place."

Strange nodded. "I should warn you though. Dimensional travel isn't easy on the body."

"Meaning?"

"Don't be surprised if Penny gets sick. Maybe some dizzy spells? Worst case scenario and depending on what spell was used she'll start glitching."

"She'll what?!"

"Worst case." Strange said to pacify Tony. "But if anything happens you know how to get into contact with me."

"Yeah." Tony deadpanned. "We'll call if we want to see a rabbit getting pulled out of a hat." Tony turned to walk away. "Have fun at the next birthday party."

Once he was a couple of hallways away. Tony stopped, taking a deep breath. The stones were back.

_They shined bright as she held up her hand, the glove morphing to fit her. Her blue eyes lit even brighter with a fury he'd never seen on her before. Yet even then he could see the tears already pooling in her eyes._

Tony's thoughts were cut off as he heard a small yell accompanied by something hitting the wall. Tony jogged down another couple of hallways before spotting him beating on a wall. 

"Quen!" Tony yelled going to his friend. Tony could already see the blood on the wall. "Quen!" Tony grabbed Quentin's arm, preventing him from hurting himself further.

Quentin finally looked to him, his eyes puffy and his knuckles bloody. "You know I'd never hurt her!"

"I know."

"How-How could I- He?- Do that to her?! She's- She's so good! And I-"

Tony grabbed his shoulders, forcing Quentin to look at him. "It wasn't you. You understand me? It wasn't you."

Tears streamed down Quentin's face. "You didn't see the way she looked at me."

Tony licked his lips looking away. "What like the girl from the Ring?"

"Tones!"

"I know-"

"No!" Quentin roared. "You don't-"

"You're right I don't know her! That's my girl and she's lived an entirely different life! What I do know, is that I'm going to be there for her any way I can. Are you?!"

Quentin merely cried. Tony silently moved closer and let his friend drop his head onto his shoulder.

"I'm sorry." Quentin said after a moment as they separated. "I just need to be by myself."

As he walked down the hall Tony called out. "Quen!" The man in question paused looking to him. "I know how hard it is not to, but please don't go down that road again. If you do there may be no coming back."

"Thanks Tones." Quentin said with a sad smile before walking away.

*******

  
The room was filled with laughter as they exchanged stories between dimensions.

"-And then with so much enthusiasm," Penny was telling them. "He said 'Boom!-"

"'Looking for this?'" The room erupted in laughter as Rhodey shook his head.

"All of y'all suck." Rhodey laughed.

"Ah are y'all embarrassing platypus without me?" Tony asked strolling in. "Spring break in college. Made out with that Russian beauty, what was his name?"  
More laughter.

"Oh yeah?" Rhodey challenged. "What about that time your scrawny 15 year old ass got so drunk you performed Bohemian Rhapsody in the school's courtyard? Only to pass out at the first 'Oooh'."

"Lies." Tony deflected sitting next to Penny. "You don't believe this guy do you?"

"Jury's out." Penny jokes. More laughter.

"Not to be the old man here." Sam said as he stood with a stretch, "But I'm calling it a night guys."  
Penny glanced out the window. It was dark outside.

"Sounds like a good idea." Steve agreed.

"You're room's still available, Har." Tony called out.

"What about Penny?" Wanda asked.

Tony and May looked to each other. "She should come home with us." May said immediately, holding Happy's hand.

"How would you explain her to that nosy neighbor of yours though?" Tony asked not unkindly. "Felicia Something?"

"She's not that nosy and we'll think of something." May insisted. Happy put his hand on her shoulder.

"May he's got a point." Happy explained gently. "Everyone thinks Penny died in one of the return accidents. Plus we don't even have a guest room. It's probably better for her to stay at the Compound for the time being."

"Why can't I go to the cabin with you, Pep and Morgan?" Penny asked Tony. Penny almost felt guilty seeing the shine in Tony's eyes and hurt in May's. But she knew Tony better.

"Little Miss wouldn't understand why you're back, or know how not to tell all her friends." Tony said as he slid on a pair of shades from his pocket. "So Compound may be your best choice."

"Oh," Penny said softly a pang in her chest. "Alright."

"So now what?" Bucky asked curiously.

"Honestly?" Penny sighed. "I don't know. Was low key hoping you'd have some crisis going on and when I showed up I'd help you solve it. Then when it was over it would be just in time for me to go home."

"No ongoing crisis just yet." Tony assured with a small smile. "So looks like you're on vacation for a while."

Penny sighed. How was she going to survive week let alone a month without something to keep her distracted?

"How about this?" Natasha asked. "I'm training these _novichki_ in the morning. Why don't you join us? I'd love to see how I'd fare against another spider."

Penny smiled brightly. "I'd love that."

*******

  
Penny woke to find herself in a stone room. Across from her, wrists in separate chains attached to the wall and a piece of cloth tied into her mouth, was Morgan. She had tears streaming down her face, her screams muffled.

Morgan! Penny ran toward her, forced to a stop. Penny looked down to herself to see she was trapped in the same position. No. NO! Penny pulled harder. Morgan! She tried yelling.

"Look who's awake?" Penny stiffened as Beck walked in from seemingly nowhere, "Too bad, Morgan and I were having fun." Beck grabbed face with one hand, squeezing it hard enough to make her whimper.

Leave her alone! Penny wanted to yell, jerking her chains harder.

"Don't worry, Pen." Beck said letting Morgan go as he walked to her. "You're still my favorite girl."  
Penny tried to kick out at him, only for him to narrowly dodge it with a laugh.

"You're still adorable." Beck said as he grabbed and twisted Penny's hair, forcing him to look up at her. She shivered, recognizing the demented look in his eyes as the one he had before she was cornered in front of the train. "Thinking you have a chance to escape me. I will always be with you, little spider. Unlike her."

Beck released her hair, and grabbed her by the chin, forcing her to look at Morgan, as flames erupted.

Morgan! Penny tried running to her again as Morgan's muffled screams

"None of them will stay with you." As Beck spoke more of her family appeared in the same restraints along the wall. Tony, Pepper, Natasha, Ned, MJ, Bucky, Steve and all of the Avengers. Tears spilled down her face as they too were consumed by flames.

"You're real family couldn't even be bothered to stay with you." Four headstones appeared in front of her reading Mary Fitzpatrick Parker, Richard Parker, Ben Parker and May Riley Parker.

Penny squeezed her eyes shut, shaking her head as Beck let her go and moved behind her. "But don't worry." He said putting his hands on her shoulder. "I'm right here."

Penny eyes snapped open as he shook her. She was laying on a bed, Beck stood above her. Penny screamed, before bringing her knees to her chest and kicking Beck away. 

She burst out the bed, taking off down the hall- when Beck appeared in front of her again. This wasn't possible.

Penny skidded to a stop, before turning around. There he was again!

Penny was about to jump to the ceiling, try to stay out of reach, when arms wrapped around her from behind. "NO!" She yelled desperately, struggling earnestly. "Let me go!"

Instead Beck laughed. Penny tried to pull on his arms as more Beck's came closer.

"Get away!" She finally noticed the Beck holding her wasn't wearing sleeves. Penny turned her head, letting her fangs come out, before biting him in the arm.

He gasped in pain before letting her go, falling to the ground behind her. Penny turn and ran- Running into yet another Beck.

He lifted his hand as she skidded to a stop right in front of him. "Sleep." An unfamiliar voice cooed as green light flashed in front of her, and everything went dark.

**Notes for the Chapter:**

> Sorry for the delay in an update. June's been a very busy month for me. That last scene was kind of intense, huh? Normally I would've italicized the dream part, but I wanted to show Penny is unable to tell reality sometimes, and that it all feels real to her. Sorry if it was confusing.   
> "Felicia" refers to Felicia Hardy. 'novichki' is Russian for 'newbies'  
> Sequence with Morgan was inspired by Game of Thrones Season 7, when Cersei held Tyene and Ellaria Sand in prison.   
> Anyways thank you for reading. Please leave a comment and kudos, and most of all stay safe and healthy.   
> Thank you.


	6. Chapter 6

**Notes for the Chapter:**

> TW: vague mention of alcoholism. Vague mention of past suicide attempt. PTSD. Flashbacks. Electrocution.

Tony had been fitfully asleep, when screams pierced the air. Penny. Tony bolted out of bed, and out of the room. He made it to Penny's room in time for Quentin to come flying out of the room. He had gasped as he wrapped an arm around his ribs.

Penny came running out of the room seconds later. "Penny!" He called after her as Steve finally showed up wearing sweatpants and a white tank top.

Penny turned back toward them as Sam, Wanda, Bucky and Natasha had showed up from their own rooms. He saw Penny's muscles tense, when Steve's arms wrapped around her from behind.

"NO!" She yelled desperately, struggling earnestly. "Let me go!"

"Penny," Steve grunted as she pulled on his arms. "It's alright. You're safe."

"Get away!" She had tears streaming down her face. He needed to hold her, get her to calm down. Before he could move, Penny turned her head, fangs popping out as she hissed, and bit him in the arm. Steve gasped, letting her go, before falling to the ground.

"Steve!" Bucky yelled as Penny turn and ran into Loki.

He lifted his hand as she skidded to a stop right in front of him. "Sleep." He commanded.

Tony knelt next to Penny as Loki lowered her to the ground. "Is she alright?" Tony demanded,

"Physically." Loki said after a moment.

"Physically? What does-"

"Tony!" He looked back to see Sam and Wanda were kneeling by Quentin, and Bucky and Nat by Steve who laid still on the ground. It was Nat who spoke.

"We need to get them to med bay."

"Right. " Tony nodded. "FRI tell Bruce and Helen to meet us at med bay. Now!"

"I got her." Loki assured as he picked her up, carrying her bridal style. "Help Rogers."

Tony sighed but went to Steve. "I got his legs." Bucky nodded picking up Steve's upper half.

*******

"Paralytic venom fangs?" Tony asked slowly. Just when things couldn't be stranger.

"How long is this supposed to last?" Bucky asked as Sam kept drawing what looked like a bird on Steve's arm with a pen.

"I'll let you know when he starts moving." Bruce said as he was looking through his custom microscope.

"Be nice." Quentin playfully chided as Helen finished wrapping his ribs. Four bruised, two broken, but nothing pierced.

"You're very lucky, Mr. Beck." Helen said. "Any harder and you're lungs would've been pierced. You might not have made it."

"Don't you just love hearing you were this close to dying because an interdimensional traveler had a nightmare." Quentin said sarcastically with a wince as he shifted slightly.

"I wonder what she was dreaming." Nat said softly, looking at the girl with an indiscernible look in her eyes.

"You don't want to know." Wanda finally spoke from where she sat next to Penny. Loki on the other side of the girl.

Tony looked to the unconscious girl. She looked at ease. He remembered his dreams after New York. What were hers? "How long is she going to be asleep?" Tony looked to Loki who shrugged.

"As long as I want her to be, maybe longer depending on how tired her body is." Loki said simply. "Although it'd probably be best not to crowd her when she wakes."

Tony nodded to himself. "Did any of y'all notice the fangs before?"

"Yes." Loki said simply. "She hissed at me when we first encountered. Still not the worst way I've been greeted." Tony raised an eyebrow. Loki was almost 1,000 years old, so Tony almost wanted to know what was his worst. Almost.

"She's more powerful than our Penny isn't she?" Sam asked softly. No one said anything. 

*******

Penny yawned as she woke up... In the med bay? She quickly sat up. Looking around she saw Steve asleep on a cot, Beck on another cot, Loki reading a book on a corned chair, Bruce looking at something in his microscope and Tony next to him.

"What happened?" She asked softly, swinging her legs off the side of the cot. Her mouth felt thick, like cotton. The three conscious men looked toward her, although Loki quickly went back to his book.

"Penny!" Tony exclaimed breathlessly, before rushing over. "Are you alright? How are you feeling? What do you remember?"

She coughed, trying to get rid of the feeling in her mouth. "I'm fine." She tried swallowing, thinking back to the last time she had the taste in her mouth. When she bit Scott! "Who did I bite?"

"Yeah about that..." Tony cut off before placing the back of his hand on her forehead. "You have a fever. Lay down."

"I'm fine." Penny protested, resisting as he tried to push her to lay down. "What happened? Why are we in the med bay?"

"What's the last thing you remember?" Tony asked gently.

"I-" _Morgan and her chained up. Flames. Beck towering over her. Surrounded by multiple Beck's_. "Morgan! Is she alright?" She looked over to Beck. "What did he do?" She spat with more venom than what was in her fangs.

"Morgan's fine. At home with Pepper." Tony said gently. "Quentin didn't do anything. It was you."

She looked back to him. "What do you mean?"

"Pen, we woke up last night to you screaming bloody murder. By the time I got to your room, you had literally kicked Quentin out, and was in some crazed state. No one could get you to calm down, and you bit Steve."

Penny leaned forward, putting a hand to her forehead. Think Penny, she told herself. What happened? She squeezed her eyes shut. _She gasped awake Beck stood above her. He was wearing flannel bottoms and a gray muscle shirt. Steve stood in the hall, hands raised as if approaching a wild animal. Which he debatably was. Arms wrapped around her. Loki placed two fingers to her forehead._

Penny gasped as her eyes flew open again.

"Hey it's ok." Tony calmed as she lowered her hand.

"Who else did I hurt?"

"Penny-"

"Who else?!" She looked to him pleadingly.

"Just them." Loki spoke up. "And they'll be fine by tonight."

"How did you do that?" Penny asked curiously. "Knock me out?"

Loki smirked, looking up from his book as he waved his fingers, green light dancing across his fingers. "Magic."

"Cool." Penny noted leaning forward. "Is it like Doctor Strange's or Wanda's or is it something else? Cause Doctor Strange told me he pulled energy from other dimensions, and Wanda's seems to be powered by her emotions- which doesn't entirely seem like it'd be safe, although Strange was talking about training her personally- anyways Thor didn't seem to know how your magic worked so-"

"It's nice to see you are talkative no matter where you're from." Loki said with what almost looked like a smile.

"It's a gift." Penny retorted.

A small beep sounded through the room, Loki frowned taking a small device that almost looked like a pager, out of his pocket. "I have to take this, if you'll excuse me." Loki grabbed his book before walking out. "Why does he have a pager?"

"Something Rocket upgraded for him so he and Thor could stay in contact." Bruce explained.

"But why a pager?" Penny released a round of hoarse coughs.

"That's enough." Tony said firmly, pushing her down on the bed. "You need to rest. Strange said interdimensional travel can make you sick, so you are confined to this bed-"

"What?"

"-Until you are better. Understand?"

"But I don't feel that sick. And I was supposed to train with Auntie Nat!"

"Which you'll do once you're better. No arguing."

"But-" He gave her a stern look. "Fine." 

*******

Quentin and Steve had already been up for a few hours. Steve leaving fairly quickly. Quentin sat on the bed next to Penny. This would probably be the closest he would get to her. She was asleep with a fever.

"Hey," He looked up to see May walking in.

"Hey." He greeted.

"Any change?"

"Nothing yet." Quentin looked too her. "How are you handling this?"

May looked over to Penny before putting a cool cloth on her forehead. "I raised her for most of her life. Ben and I. When Ben died, she became my whole world. And when she disappeared..." She didn't need to finish.

May was in the hospital for almost a month after _That_. Her being in there was the only thing stopping him.

"When Tony asked Happy to watch me I felt like a child." May almost laughed. "When we lost her again... I thought 'At least I can bury her.' Who else would think that? I never got a chance to say goodbye to any of them. And now she's back, except not really." She sniffed. "Now, I'm a stranger to her and Natasha Romanoff is her aunt? She always adored her, but..."

"And as far as she's concerned I'm a monster." Quentin said softly. "You know when Tony first brought her over we were all skeptical. It really wasn't until I saw her with Tony in the lab that I knew she was the real deal." Quentin smiled softly.

_Quentin just knew his face was red as he marched to Tony's lab. That idiot has been putting off Ross who, admittedly was a dick, but also the Secretary of State, and so had to still be listened to. And of course almost none of the others cared, Pepper was busy with SI and Rhodey did it last time, so he was stuck on Nagging Tony Duty._

_"Tony!" Quentin yelled walking in to the lab. "You irresponsible piece of-" He was cut off as something flew and stuck to his face with such force it knocked him down._

_"Oh my gosh!" He heard Penny, who he's only had a handful of encounters with, cry out in shock as Tony and Loki burst out laughing._

_"Sorry about that buddy." Tony laughed as Quentin got up, barely able to see them through his uncovered left eye. "Didn't know you were going to walk in." Quentin glared at him as he pointed to his face, silently asking to get it off._

_"Funny thing about that..." Penny trailed off as Loki smirked broadly and placed a hand on her shoulder._

_"Please, allow me." Penny smiled shyly. "We were working on a new formula for her webbing. This one will dissolve in 2-"_

_"-5-"_

_"Hours." Loki's smiled broadened as he clearly tried not to laugh. "And we haven't yet come up with the dissolvent."_

_Quentin let out a muffled noise of frustration as Tony and Loki cackled, even Penny managed a small chuckle. "Don't worry Mr. Beck." Penny said grabbing what looked like a small bottle of perfume. "I got you."_

_"Boo!" Tony said jokingly as she applied the dissolvent._

_"I thought he looked wonderful." Loki joked._

_Penny laughed before sitting next to Tony before turning back to her formula as she began a long winded explanation._

_Quentin looked to Tony's face. His eyes widened slightly at Tony's soft yet unwavering gaze locked onto the young girl. Although he could recall Richard Parker giving Tony himself a similar look during their MIT days._

"I thought I was protecting her by not telling Tony about her." May quietly admitted. "Ben wanted to right after Richard and Mary died, but when he revealed he was Iron Man... I couldn't let her be in danger. After Ben died, before I could even think about it, he shows up on our front door, but with no idea of their connection." May laughed breathlessly. "First he told me about her fake internship. Then followed it up with 'I should've known Rich's daughter would be so smart.' Looking back I should've let them meet sooner." May sniffed. "I'm sorry."

Quentin squeezed her shoulder gently. 

*******

A week later she was still confined to the med bay. Orders from both May and Tony. Despite the fact that her temperature was now 100. She's gone on patrol this high numerous times. Penny waited until she was sure no one was in the room or hall before she snuck out and went to the training room. It looked just like the one in her own dimension. Except this one doesn't have an obstacle course on the ceiling.

"Shouldn't you be resting?"

Penny turned around to see Loki leaning on the door frame. "Where's the obstacle course?" She asked pointing to the ceiling.

"No reason to have one without a spider."

"Right." Penny noted. She was technically dead.

"Of all the places you could go, why here?" Loki questioned.

"I was hoping Nat would be here, and we could train a little."

"Ah," Loki mused as he walked closer. "Your restless then."

Penny took a step back from him. "Why are you here?"

Loki tilted his head at her. "You are not as discreet as you think."

"So why follow me?"

"You are reckless to put it lightly." Loki pointed out. "I wanted to make sure you weren't going to do something stupid."

"Ok, I don't know why everyone thinks I do reckless, stupid things."

"Because you do." Loki said plainly stopping in front of her. "I can train with you if you want."

"You want to train with me?" Penny asked skeptically taking a step back.

"I trained with Thor and our friends on Asgard for hundreds of years." Loki reminded. "While I am not the best fighter, I do know how to fight."

"And how do I know you won't attack me first chance you get?"

"Oh I will." Loki said summoning two training staffs similar to the ones she had used with Nat before. "It is a spar after all." He gently tossed a staff to her which she easily caught. "But just this once, I'll let you attack first."

Penny hesitated. Was this some sort of trap? Why was he really here? Loki shifted a foot forward, Penny jumped forward swinging the staff at his midsection which he easily blocked.

"Good." Loki commented pushing her staff away as he swung toward her stomach, which she jumped back to avoid. He then swung upwards, Penny flipping back and out of range. "Still more defense than offense?"

"Would you expect otherwise, horn head?"

Loki laughed. "I suppose not."

The two then engaged in an even spar. Each blow easily blocked and parried. Suddenly Loki moved his staff down, swinging her legs out from under her. Penny landed on the ground with an 'oomph', losing her staff as Loki pointed his at her.

_Beck stood over her a long taser stick pointed at her as she breathed heavily through her gag._

_"Oh Penny always such a disappointment." He chuckled as he pushed the taser into her shoulder. He ignored her screaming as he continued. "What would the great Tony Stark think of his little pet like this?"_

Penny gasped, blinking as the taser turned back into a staff, only to disappear instantly. Loki was holding his hand out to her. She looked up to him, he smiled at her.

"Well done," Loki noted as he helped pull her up. "You need some work, but the innate talent is there. You require practice."

"Right." Penny said pulling her hand away from his. This wasn't her world, this Loki wasn't evil. He wasn't Beck.

"Penelope." She looked to him, no one called her that.

"Are you-"

"I'm fine."

Loki smiled. "I was going to ask if you were willing to train with me regularly. But no one who ever says they are fine are."

Penny let out a breath as she looked away, deciding to ignore his comment.

"Here." Penny looked back to Loki to see him holding a short chain with a small emerald. "Take this."

"What?" Penny blinked at him.

"This necklace is charmed." Loki explained. "If you are trapped in your mind or an illusion it will not be there."

Penny hesitated before taking it. "Thank you."

"Besides." Loki added as she put the necklace on. "It matches the locket housing the stone you wear."

Penny stared at him wide eyed. Was he going to take it from her?

"I swear on my brother's life, I will do what I can to help you protect it." He placed a hand on her shoulder. "Although you may not need my help. You are very strong, your Stark must be proud." Penny blushed softly.

"Loki, I-" She looked over as the doors open, Tony coming in.

"There you are!" Tony rushed to Penny. "I told you to stay in the infirmary."

"Relax," Penny tried. "I feel fine."

Tony looked to Loki questioningly. "She didn't want to go back and I wasn't about to force the girl who can paralyze me with a bite." Loki then looked to her. "Perhaps we can train again, Penny? Once you're better."

"That'd be nice." Penny smiled. 

"Maybe we could do a team training session?" Tony suggested. "You can even be on Nat's team."

Penny chuckled. "That'd be nice."

"Now come on." Tony said, his arm around her shoulders, guiding her out. "Back to the infirmary." Penny glanced back at Loki, who stared back. "Seriously kid you're going to give me a heart attack at this rate."

After he disappeared from view, Penny turned back to Tony. "No, you're just that old." She joked.

**Notes for the Chapter:**

> I am so sorry for the delay. The last few months have been chaotic and this chapter refused to write itself, so it kind of became a filler chapter. Anyways I know the plot seems slow right now, but next chapter should get the plot roling more.   
> And I know I'm late for this, but I was in such shock when I heard about Chadwick Boseman. I'm not the biggest Black Panther fan but I still respected and admired him. He was such an inspiration he was to people around the world. RIP Chadwick Boseman.  
> I really hope y'all like it. As always stay healthy and stay safe.


	7. Chapter 7

**Notes for the Chapter:**

> TW: slight mentions of alcoholism, slight PTSD, brief mentions of torture.

Penny had been in this universe for a month. Confined to the Compound the entire time. And quite possibly dying of boredom.

Yes May and Happy, still weird, came and visited almost everyday. Yes she had all the Avengers she grew up with here. But it wasn't home. Clint was gone. Natasha and Bucky were not so secretly dating. Steve had abandoned his role of Captain America instead opting to remain at the support group position he had taken on after the Snap, making Sam the new Captain. Tony was a dad but not her dad. Even Pepper was different. She was colder somehow, more strict, only visiting once while she was here. There was no Loki and no Harry on her world, not ones that were Avengers at least.

She sat on the ceiling of the common area, fiddling with a Rubik's cube. Nat and Bucky had also been in here just hanging out for a few hours too, not noticing her- or at least not acknowledging her- everyone else off doing there own thing. She paused as she once again completed the cube. Why haven't they come for her yet? Were they safe? Was Dad going crazy without her?

She looked down as the doors opened, Strange, Tony, May and Beck coming in.

"Have y'all seen Penny?" Tony asked as Penny put the Rubik's cube in her sweater pocket.

"Nope." Natasha looked to them. "You ok?"

"Everything's fine." Strange said as he pulled an envelope out of thin air. "She just got a letter from her world and I thought she'd-"

Not bothering to wait, Penny shot a web at the envelope, pulling it to her.

"Don't scare me like that!" Tony playfully scolded as Penny ripped the letter open.

_Pen,_

_Hope everything's good over there. Strange assured me that the dimension he sent you to was perfectly safe, but it's my job too worry._

_Strange and I are both on the Benatar with the rest of the Guardians. King Kitty was able to supply the others with a ship. And man do I wish I was on the other ship about now._

_Two weeks on a cramped ship with the talking Build-A- Bear would be hard enough, now add in all the others and it's ten times worse than living with Rhodey during our college days. And despite what he tells you, he was the trouble maker._

_Anyways we have a lead as to where Thanos fan club is. All goes right we'll be done and you back by the end of the week. On the much more likely chance we don't, we'll blame Quill._

_Sweetie, I know if there's a me in that dimension he'll take care of you. Just listen to him or Pepper. Pepper's always right._

_I promise, you'll be home soon. We won't be separated as long this time._

_Love, Dad._

"So everything good?" Quentin called out.

Penny let herself fall off the ceiling, flipping to land on her feet. "I'm stuck here longer."

"You say that like here's so horrible."

"It's not home."

"And obviously there's so much better." Quentin sneered.

"Well you not being there is a perk." Penny snapped, moving to walk away.

"Hey!" Quentin snapped grabbing her by the upper arm.

_He held her in a bruising grip before throwing her to the ground. He kneeled on her back, holding her in place, ignoring her muffled screams._

_"Let's see how well this healing of your works." He taunted before beginning to cut into her back._

Penny let out a small yelp as she punched him in the face, sending him back several feet.

"Hey." Bucky said gently walking forward, his hands up in a placating manner. "It's alright. You're safe."

She grabbed at the pendant Loki gave her, it was cold against her skin.That's not him. She reminded herself even as her hands shook.

"Penny." May began softly grabbing for her arm. Penny gasped pulling her hand away, accidentally slapping May. Strange steadied May as she clutched her cheek.

"I-" She cut off as she spotted Quentin pushed himself up, blood gushing from his nose. She squeezed the pendant again, feeling it dig into her skin. She could've done that to May. Or worse.

"Honey," May said softly.

"I-" Penny turned running down the hall.

"Penny!" She heard Tony call out. She ignored him. She hurt May. She could've- She almost-.

Penny barley stopped herself from running into Loki as he turned down the hall. "There you are. Did Strange-" He cut himself off. "Are you alright?"

"I'm fine." She snapped ignoring how thick her voice sounded from tears.

"No you aren't." Loki deduced. He held out his hand. "Come with me."

Penny hesitated before taking it. Loki led her down a couple of halls before waving his hand in front of a wall, revealing a door.

"How did you-"

"I needed a little privacy." He explained boredly as he opened the door for her. She quietly went in. Loki closing the door behind her as she sat on a comfortable looking chair.

The room was large with golden walls. On one wall hung a portrait of who she assumed was Frigga with a younger version of Loki and Thor. On two of the others were huge bookshelves completely full. The fourth wall seemed to be filled with artifacts of some kind. In the center of the room was a large oval table.

"Now," He knelt in front of her. "Tell me what happened. I had ran into Strange and Quentin not to long ago. Strange said he had a letter for you. I thought you'd be happy to hear from your father."

"I was- am." Penny admitted. "He said I wouldn't be able to go home yet. And then Beck was being a jerk about it."

Loki hummed to himself. "Yes. He does become aggravating and childish when he is drunk."

"He was drunk?"

"He's almost as good as hiding it as Tony." Loki said matter of fact. "In his defense, you two were fairly close before Thanos. Your sudden appearance hasn't been easy on anyone. But I'm sure it was more than his words to leave you like this."

"He grabbed me by the arm." Penny explained. "And I..." Would he think she was weak for reacting so emotionally?

"I see. He won't be mad at you for reacting like that. You've been through a lot. Everyone here-"

"I hurt May." She whispered as more tears streamed down her face. "I- I didn't mean to."

"Oh darling," He said softly. She couldn't hold back her tears anymore, burying her face in her hands. After a moment, he placed his hand on her shoulder, squeezing it reassuringly. "You know she doesn't blame you either."

"But I still hurt her. I can't- I didn't- I-" She cut herself off with a small groan grabbing onto her hair. Loki was silent as she finished crying. "You must think I'm so pathetic for crying like this." Penny said wiping her tears away.

"On the contrary." Loki said. "Showing such vulnerability in front of an enemy-"

"You're not the enemy." She said automatically. Holy crap did she just defend Loki?

Loki stared at her, an indecipherable look in his eyes. "Come on." He said after a moment, rising to his feet.

"What?"

"You've been cooped up here too long. Why don't we go for a ride?"

"I'm not allowed to go out." She reminded.

"It's much easier to ask for forgiveness than permission." Loki smiled as his clothes transformed from his usual attire to a pair of black jeans with a mid sleeve black shirt, simultaneously her clothes changed into blue jeans with a red shirt under a gray sweater. "Besides I already managed to acquire the key to Bucky's motorcycle."

He held up the key by the ring. Penny couldn't help but giggle. 

*******

Penny and Loki had been in a diner in Brooklyn for a couple of hours.

"You didn't." Penny laughed out.

"I did." Loki smiled. "Even Thor admitted it was one of our better ideas."

"So, how did Thor look in a dress?" Penny laughed harder at the mental image of Thor in a wedding dress.

"Radiant." Loki laughed. "I tried to tell him he needed to shave his beard, but he refused, as it turns out the giant found him more attractive with it."

The two burst out into more laughter.

"Now what about you?" Loki asked as they calmed down. "You must have some good prank stories."

"Alright, but you can't tell anyone." Loki smiled widely. "So I had just gotten my powers and was going to tell dad with a harmless prank."

"Of course."

"So I got an entire plate full of whip creamed, and when I thought he was walking into the common room, I swung down from the rafters and slapped him in the face with it. Except-" Loki leaned forward excitedly. "It wasn't dad. Instead it was a certain other arachnid."

Loki's jaw dropped. "You didn't."

Penny nodded with a huge smile. "I pied The Natasha Romanoff and lived to tell the tale."

"I don't think anyone would believe me if I did tell them." Loki laughed. "Reminds of the time we accidentally webbed Beck's face."

"Man am I tempted to do that again." Penny said sourly as she took a sip of her drink.

"Quentin can be difficult." Loki agreed, "Well sometimes he can be a total ass, but you warm up to him... Eventually."

"I'm not sure I will." Penny said moving her sunglasses down slightly to show him her scarred eye. "There's too many bad memories." She quickly moved them back up as a waitress walked by.

"You two were close." Loki gently reminded. "We didn't get a lot of time with you, but we adored every moment of you. Especially Tony and Quentin."

"What about you?" Penny shyly asked.

"Pardon?"

"What was our relationship like?"

Loki smiled leaning closer. "As thick as thieves. What the others often forget is despite how we may appear, Thor and I are still adolescents, at most young adults, by Asgard standards. You, Wanda and I would often just hang out. Although Wanda tended to go with Vision most times. And slowly we grew closer."

"Oh?" Penny asked leaning closer. "How close?"

It took Penny a moment to realize how close they were, only an inch or two apart. "Green eyes." Penny couldn't help but notice.

"What?"

"I knew they were green but now they seem more like emeralds."

"And yours are like the skies." Loki said softly as they both leaned closer. "Constantly changing with your mood. Bright and clear, slightly cloudy, with the promise of a new-"

"How's everything going?" They jumped apart as a waitress, who was looking down at her notepad, came to their table. "Y'all need anything?"

Penny looked away, her cheeks undoubtedly red as a tomato, as Loki answered. "No. No thank you. We're completely fine."

"Alright." The waitress smiled at them. "Well just let me or one of the others know if there is anything we can do."

"Of course." Penny looked to Loki as her cheeks cooled off, as the waitress walked away.

He looked to her, his face unreadable. "Excuse me, I need to go to the restroom."

"Of course." Penny nodded as he walked away.

Holy shit. Did she just...? Did she almost kiss Loki? This wasn't- Did she- They were just friends, right? No. She couldn't do this. It'd be wrong?

Why would it be? Another part of her argued. He's not a bad guy. In fact he's very kind.  
But this isn't even my home. It's-

Penny let out a shaky breath, her hand flew to the back of her neck as a sudden tingling ignited there.

_Over here._ It seemed to say. She looked out the window to the busy street. _This way._ It seemed to whisper.

I should wait for Loki. She thought before the tingling intensified.

_You'll miss it_. The tingle seemed to say. _Come_.

And what else could she do but listen. 

*******

Loki splashed water on his face.

Norns what was he doing?! She wasn't from here. She could leave any day now. She had a family, possibly even another boy who wanted her.

She thought of him as a villain for most of her life! She hadn't even spoken to him until a month ago.

Norns he should've just let Wanda have her way.

_A couple of weeks ago he walked into the common room to find Penny asleep on the couch, Wanda kneeling next to her, her hands glowing red._

_Loki rushed to her, placing a hand on her shoulder. Wanda gasped, dropping her magic as she looked to him._

_"What the hell are you doing?" He hissed softly as to not wake Penny._

_"I'm trying to get our Penny back."_

_Loki pulled her into the hall. "Your trying to change her memories to fit into our world?!" He shook her slightly. "What right do you have to do that!"_

_"She didn't deserve to die like that!" Wanda cried. "She was in so much pain! But she was happy when she was with us. She could be happy with us again if I just get rid of the memories of her Quentin. Then-"_

_"And when her dimensions father comes back for her?" Loki challenged. "Here he created time travel to get her back, he nearly killed Steve and Bucky for his parents, what do you think he'd do to someone who tried to take her away from him?_

_"Norns Wanda! This is your problem! You think you're always in the right and any means you use it justified and you're never wrong! Isn't that why Ultron was created?"_

_"I can give her memories of you." Wanda insisted. "Imagine if she could remember how close you two were. If she knew what you two had."_

_"This is your only warning." Loki threatened. "Leave her and her memories alone, or you will answer to me."_

_Wanda yanked her arm free as she glared at him, before walking away. Loki looked over to Penny's sleeping form. She wasn't his. She wasn't his anymore_.

Loki dried his face before walking back into the dinning area. They were friends. Just friends. Loki slowed as he got to his table. Where was she?

A waitress walked by him. "Excuse me." He called out, she looked to him. "I was sitting with someone, a girl about our age. Grey sweater, wearing black shades. Did you see where she went?"

"Oh she just left." The waitress said matter of fact. "I thought you were with her."

Crap. "Did you see which direction she went?"

The waitress thought for a moment. "I didn't. I'm sorry."

Loki sighed, handing her a $50 bill. "Thank you. Keep the change." Loki then rushed out the door, looking around trying to find a direction she went. There was no sign of her. Loki blinked as his communicator went off.

"Loki where the hell are you?!" Tony demanded. "Where's Penny?"

"The city." Loki dutifully answered as he tried to focus his magic. Suddenly the floor disappeared from underneath him.

**Notes for the Chapter:**

> Sorry for the delay, but I'm done with my winter semester!   
> Anyways the story Loki was telling is a reference to Norse mythology where Thor pretends to be a woman to marry a giant whole had stolen his hammer.   
> And the plot finally moves forward! I promise I won't be relying on Penny's trauma so much going forward. I'm sorry if it feels like a lot. Also I suck at romances so I'm sorry if this feels force and am accepting advice on how to approve this skill. Finally, can anyone guess where her spidey sense is leading her?   
> As always please leave a comment and thank you for reading.   
> Thank you, God bless.


	8. Chapter 8

**Notes for the Chapter:**

> TW: Small spaces, PTSD, torture, gagging, flashbacks.

Loki yelled as he hit the floor with a thud. Loki quickly lifted his head up, hair flipping back as he glared at Strange, who stood next to Tony, both had their arms crossed. He also noticed that Quentin, Steve, Sam and Natasha were also present.

"One day Strange," Loki threatened, rising to his feet. He saw they were in the tower penthouse.

"Where is she?" Tony asked.

"I don't know." Loki said brushing off some dust.

"You shouldn't have taken her out of the Compound." Steve commented.

"She's been locked up for a month, I thought some fresh air would help."

"No one's arguing that," Quentin said softly. "But you should've told someone you were taking her out."

"And you shouldn't have gone to her that intoxicated." Loki pointed out.

"Yeah." Quentin said bitterly. "Blame Beck. Woo."

"Enough." Strange looked to Loki again. "Your necklace is blocking my ability to track her."

"And I was working on that when you so rudely pulled me away." Loki said with a wave of his hand. A green light emitted from his hand, before it zipped through the window, disappearing into the city. "There." Loki closed his palm, causing it to disappear. "Now if you'll excuse me."

"Nice try." Tony said as he followed Loki. "Anyone else joining?"

  
*******

Penny followed her spidey sense to Central Park. Specifically to a statue of herself. Well Spider Girl to be more accurate. Penny looked at it through the gate. She looked kinda bad assed. Maybe it was just the pose. Was this how others saw her?

_Come closer_. Her spidey sense seemed to whisper. 

Penny pulled on the gate. Locked. She took a quick look around, pulling up her hood before jumping over the gate. She walked closer to the statue. Now what?

A hand landed on her shoulder. "Hey."

Penny jumped as she turned around, instinctually pushing the figure against the gate. It was a boy, maybe a couple of years younger than her. He wore what looked like a store bought Spider Girl costume that was a little too short under a pair of black basketball shorts and a dark green sweater.

"Who are you?" Penny asked letting him go and taking a step back.

Instead of him answering, her spidey sense went haywire. She winced as it intensified. She glanced over to see he was wincing too.

Him, she realized as her spidey sense settled. It was coming to him because-

"Your like me." She said with a breathless laugh.

"Wh- what do you mean?" The boy stuttered.

Penny smiled sadly. "You felt that right?" He nodded. "I call it Spidey Sense. It usually just tells me when danger's nearby. But it led me to you. Do you know why?"

"I just got bit by a spider." He said scratching his hand.

"And now your senses are heightened? You're more agile? More flexible? Stronger? Sticky?"

"Yeah." The boy said. "How do you know all this?"

"Because I am Spider Girl."

The boy glanced at the statue then looked at her skeptically. "Do you know where we are?"

"Sorry, I'm from another dimension."

"No way." The boy smiled excitedly. "The multiverse is real?! And you can travel it?"

"Sort of. My Doctor Strange sent me here. Long story."

"So now-" Miles cut off as her spidey sense went off. They both looked over to a nearby sewer as what could only be described as a robot bug crawled out. "What the heck is that?!"

"No idea." Penny said as the bug went around the statue, before it begun to dig.

"Crap." The boy said, she looked to him. "This is where Spider Girl- This you - is buried. If it's digging, that means it's trying to get to her- err- you."

Before the bug could dig further, the boy reached down and grabbed it so hard, he crushed it's head.

"First, nice job catching onto the plan." Penny commented taking the bug from him. "Second this really is high tech. Almost as good as Stark tech. Third, I'm not buried here."

"What?!" The boy said as Penny jumped over the fence again. He followed her. "First do you know how morbid it sounds for you to know your not buried here? Second, what do you mean your not buried here?"

"Uh long story short?" Penny said walking to the sewer grate. "Tony Stark is my godfather. In this dimension he mentored me. When I came here, he explained I died and that he buried me on his property. This is purely for the public."

"I have so many questions." The boy said as she lifted the sewer grate. "First question: What are you doing?"

"Whoever sent this wants Spider Girl's DNA." Penny explained as she began to climb down the sewer. "If they get through to that casket, they'll realize it's empty. And if you go out as a vigilante, they'll go after you. I'm going to find out who it is before it gets to there." She looked up to him. "Want to join me on your first mission, Spider Boy?"

The boy smiled excitedly before rushing to her.

"Wait." Penny said getting out for a moment. "You need to hide your face. Did your gender bent costume come with a mask?"

"First the guy said it was gender neutral." The boy said digging into his pocket. "Second, yes, it did." He put on the kid mask proudly.

"Follow my lead." Penny let herself drop into the sewer, landing on the concrete walkway. The boy dropped down, landing in the sewer water.

"EWW!" The boy complained, scrambling onto the concrete as Penny laughed.

"Yeah that happens the first few times." Penny chuckled.

"How often do you have to go into the sewer?"

"I'll let you figure that out." Penny smirked as he groaned.

"I don't think I ever introduced myself." He said behind her. "I'm Miles."

"Penny." She introduced.

"Do you know where you're going?" Miles asked as her senses prickled.

"Shh." Penny answered. She tilted her head, machines, voices? "Someone's here." She whispered. "Follow my lead and stay quiet."

Miles nodded enthusiastically as they continued down. Penny blinked as they approached a large metallic door. Above it was an air vent grate. Penny pointed to it before jumping next to it, lowering it before crawling into the vent. She looked back to see Miles wasn't behind her. She crawled back, sticking her head out to see he was struggling to climb the wall. Penny shot a web at him, before pulling him up. He grabbed onto the vent.

"You don't know how to properly stick yet, do you?" 

"Hey I'm learning as I go." Miles defended as the two crawled in.

"Honestly same." She said leading the way. Penny paused over another vent, there were two people in lab coats under them. She looked to Miles and made a phone gesture. Miles enthusiastically nodded, carefully handing it over. Penny quickly found the camera before starting the video.

"-feels wrong." One of them was saying. "We're practically grave robbing."

"But with her blood we could cure God knows what," the other argued. "I get it, it's weird, but don't let the bosses here you. The last guy who said that-"

"What are you two doing?" Another voice screeched followed by the sound of metallic clanging. "Back to work!"

Penny gasped softly as she saw a man walking around with four metallic arms.

"What's the status of the octobot?" He demanded.

"Sir, it's gone offline."

"WHAT?!" The man demanded angrily, his metallic arm (tentacle?) waved wildly, sending someone flying to the wall. "Get it back up! We need that sample!"

Penny's eyes widened as she felt the metal under her give in a little. Shit. The man with the metal arms looked up. Double shit.

Go back. She mouthed to Miles, waving away. Go!

Miles nodded and began to crawl backwards- The metal of the vent gave out sending them both sprawling to the ground.

"Well what do we have here?" The man asked sinisterly.

"RUN!" She yelled as the man brought one of his tentacles down. Penny barely rolled out of the way in time, grabbing a stool and then throwing it at the man.

The man grabbed it with one of his tentacles moving it away in time for her to shoot a web at his face. He waved his arms around blindly. Penny grabbed one of his tentacles then slid in-between his legs, pulling him onto the floor, before shooting several more webs, pinning him down.

"Hey!" Penny looked over to see Miles barley dodging the other scientists shots of what could only be described as laser guns.

"Over here!" She yelled, one of the scientists looked to her in time to get a binder to the face. She then webbed the other scientists to the wall. "This way!" Penny said kicking down the door- And came face to face with a large green creature with pointed ears and yellow eyes wearing a silver and black suit.

"What is that?!" Miles screeched.

"Other way!" Penny yelled as the creature clawed at her. She felt it tear her hood as she narrowly escaped. As the two ran between the desks, Penny noticed the tentacled man began rising. Penny grabbed two beakers filled with chemicals as they ran. She quickly threw the vial back, causing the room to erupt into smoke.

"What was that?!" Miles fearfully asked, glancing back.

"Just buying time." Penny explained as they came went through the door back into the sewer. "Shit." Penny looked back, seeing that the figure was not too bothered by the smoke.

"Come on." Miles urged. Penny slammed the door behind her, webbing it shut. "This way."

Penny blindly followed, making random turns as she heard something slam behind them. Undoubtedly the thing escaping. "Do you even know where you're going?"

"Left?!" He called out making a left turn- Into a dead end. "Oh no." He said slowing to a stop. "We have to go-"

He cut off as they heard something big and metallic moving through the sewers. Penny looked up, spotting a sewer grate above them. "This way."

Penny jumped onto the ceiling, she hissed softly as she felt something dig into her palm, before pushing the grate up and sliding it away.

"Umm." Penny glanced down to see Miles still on the ground. "Still can't do that."

"Jump." Penny ordered as she let go with one hand, reaching down to him. She looked over as the sounds grew louder. "Come on!"

Miles sighed before giving himself a running start, jumping up and grabbing her hand.

"When you get out," Penny grunted softly as she pulled him up. "Just run. I'll catch up."

Miles grabbed onto the opening. "What about-"

"I'll catch up!" She said as the sound intensified. "Just go!"

Miles hesitated before sliding through the opening. Penny glanced behind seeing a metallic tentacle peak around the corner before she pulled herself up. As soon as she was out, she slammed the grate back on. Ignoring the car honks she took off running.

She quickly spotted him, continuing to run down the street. She had barely made it to the sidewalk when she heard a loud bang behind her. She turned around in time to see the sewer grate land on a nearby car, the green creature jumped out, landed with a crack on the street. His eyes aimed toward her.

Not good. She thought as she heard several fearful screams. She had to find Miles. She quickly joined the crowd, running around from the green creature.

She could hear it stomping towards her as sirens mixed in the air. She looked over in time to see a police car get smashed under the creature's fist. The crowd had mostly retreated. Penny shot web at a nearby mailbox, before swinging it at the creature. The impact sending it into a light pole, away from the police car.

She rushed towards it, pulling it away from the creature. Oh how she wished she had her phone or com. The Avengers would arrive soon. They had to be seeing this by now.  
She looked back up to see the creature lunging towards her- Only to have a car door be flung at it, sending it away. Penny looked over to see Miles staring at them. A car now missing a door besides him.

"Help them!" She cried as she ripped the police car's door off. She threw it like Cap's shield, sending the creature down again.

It chuckled at her. "Clever little bugs."

"Arachnids." She weakly defended, getting in fighting position. The creature chuckled again, stalking towards her.

Penny gasped lightly at the tingle at the back of her neck. She instinctively flipped backwards, kicking the creature in the chin as two missile like objects flew under her and into the creature. She landed on her feet as a figure in on a dark green glider, wearing an armored dark green suit, his face covered with a face mask and goggles flew past her towards the creature.

"What the heck?!" Penny demanded watching the armored man fly after the creature.

"Oh my gosh!" She looked over to Miles, who was clutching onto the unconscious police man, the other over his shoulder. "That's Hobgoblin!"

"Should I know who that is?!"

"I'm an Avenger." Hobgoblin said, his voice vaguely familiar, after he circled back to them. "Now get out of here!" He leaned forward, firing more missiles as the creature stalked towards him.

Penny froze. Could this Hobgoblin beat him? No. She had to help him. If she left him he could be injured, he could be captured, he could be-

_Muffled screams filled the air. Cold metal dug into her skin._

"Oi!" Penny blinked looking to Miles. "I can't get both of them away." He lifted his shoulder, preventing the officer from slipping off. "We need to get them out of here! I need your help!"

"I-" She looked over as Hobgoblin, unable to avoid a swipe, fell off his glider, rolling to a stop by a car.

Hobgoblin looked up, his goggles cracked revealing a light blue eye staring at them in terror. "Run!"

Penny felt her muscles tensing as she prepared to rush to them The creature stalked forward, lifting his fists up- Only to stumble back as a green beam came knocking it back. Green smoke surrounded them, Beck suddenly appeared in front of them in full Mysterio attire. Penny gasped, backing away so fast she tripped, falling on her butt.

He looked back at them, his helmet disappearing. "You really don't want a part of this." He then faced the creature, his helmet returning as he shot two green lights, blasting the creature back.

_She was soaked from the water monsters blast that had knocked her into the stone rail of the bridge._

_A red cloaked, golden armor, fishbowl helmet figure flying through the air._

_She spat out blood, in one of the few times she didn't have a gag on, after he hit her in the face with his helmet._

_"I did warn you. I told you didn't want a part of this"_

"Come on!" Miles yelled grabbed her arm, pulling her up. She looked up, noticing he put the officers down. He dragged her forward before handing one of the unconscious men to her. "We got to go!"

Penny blinked but followed his lead. Before long they reached a pair of paramedics.

"We got them out of one of the cruisers." Miles panted handing one of them over. It was only now Penny realized his sweater was zippered up all the way and his mask gone. "The Avengers told us to bring them."

"About time they showed up." One of them said in breathless relief, taking the other man.

Had Beck saved her? Was this another trap? What if she was still trapped and this was an elaborate ruse?

"Penny?" She hadn't realized she had moved into and sat down in a nearby alley. "Penny what's wrong?"

"He's here." She croaked, distantly hearing a distant explosion. "He's still here."

"Who?"

"My- Mysterio. He- I- I can't- He's not supposed to-"

_He won't ever get to you. Tony hushed as she sobbed in his chest. I promise. He'll never touch you again._

"Penny." Miles put a hand on her shoulder-

_Beck kneeled on her back, his knee also trapping her right hand as he pulled on her left arm via her wrist and shoulder. "Just tell me when it hurts and I'll stop." He chuckled._

"Don't touch me!" She screeched pushing him away.

"It's alright." She looked over to see Tony standing at the entrance of the alley.

"Daddy." She croaked rushing forward, wrapping her arms around him. She sobbed as they slowly lowered onto the ground. "He's here. Beck's still here. And I can't-" She gasped lightly. "I can't-"

"It's alright." He hushed softly, running a hand through her hair. "It's alright. You're safe now."

**Notes for the Chapter:**

> This may be the quickest I've updated in a while. This is one of the few chapters that actually wrote itself despite going through a major rewrite half way through!  
> Anyways y'all can probably guess who Hobgoblin, 'the creature' and the 'tentacled arm' man are. They will be confirmed in the next few chapters. Anyways my action scene skills can use some work, so I'm always open to suggestions.   
> And it's not a Spider Verse story without Miles Morales. It took me way too long to decide if he would actually be in the story. Although I'm not entirely familiar with his character like I am with other character. So any thoughts of him so far? Any suggestions?  
> And I know I said I wouldn't relay on her trauma as much, and I'm trying not to, but I think this is how she'd react when thrown into a battle with Mysterio at a time where she's already feeling off, and just faced a lot of new surprises. But I'll try to back off more.   
> As always I hope you've enjoyed. Please leave a comment and kudos.Stay safe. God bless.


	9. Chapter 9

**Notes for the Chapter:**

> TW: Mentions of dead loved ones, blades

Penny didn't know how long they sat in the alley before someone cleared their throat. Penny looked up to see Loki, Strange and Beck in front of her.

"Are you alright?" Loki asked walking forward, kneeling in front of her and blocking her view of the others. "Where did you run off to?"

"I- I'm sorry." Penny said softly. "It's just- My Spidey Sense started screaming at me. It lead me to a statue of myself- of Spider Girl." Loki's eyes widened slightly, "And while I was there, I met Miles."

She looked over to where the young boy was still sitting awkwardly. He gave an awkward wave. "Hey."

"Hey." Tony responded walking towards him. "Who are you? Why were you there?"

"Uh- I-"

"Perhaps we can discuss this at the Tower?" Strange suggested. "People may get curious as to why four Avengers are in an alley with two kids."

"I'm not a kid." Penny weakly defended, earning a chuckle from three of the older men.

"Of course not." Loki helped her to her feet. "But Strange is right. Come along. You too, Miles."

The group was ushered into the penthouse. "First things first." Tony gestured to Miles before he poured himself a drink.

Penny nodded to Miles who then cleared his throat. "Hi," He shyly began. "Like Penny said I'm Miles. And it's a real honor to meet all of you. I swear no one's going to believe me when I tell them."

"And how did you get mixed up in all of this?" Beck asked kindly.

"I got this weird feeling like Penny that led me to Spider Girl's grave and that's where Penny also happened to be."

Penny noticed that they all sat up straighter, or glanced at each other.

"What kind of feeling?" Tony questioned.

"Like my Spidey Sense." Penny spoke in his defense. "Tony, he's like me."

"What do you-" Tony cut off. "Son of a bitch. I thought you said the spider was dead."

"It was." Penny assured. "This has to be a different spider."

"Alright Miles." Tony snapped his fingers, sitting in front of him. "I need details on the spider. What's it look like? Where were you bit? What happened to it?"

"Uh it was big, red and black? I don't know man I didn't pay much attention to what it looked like. But right after it bit me, I hit it and it just died."

"Where were you bit?" Tony asked again.

"My hand?" Miles weakly offered.

"Kid." Beck spoke up. "There's only been one other spider like this. And it basically created a super soldier better than Captain America." He gestured to Penny, who blushed lightly. "Now you need to tell us where were you when this spider bit you. Was it a lab? Were you experimented on?"

"No." Miles protested. "I wasn't experimented on. I was just... hanging out with my Uncle Aaron."

"Where Miles?" Penny asked much more gently.

"Uncle Aaron had found this abandoned subway area." Miles said softly. "We were tagging up the wall. Right when we were leaving it bit me."

"Can you lead us to this subway?" Loki softly asked.

"Uncle Aaron's not going to get in trouble is he?"

"Not with us." Strange assured.

"Not unless he's secretly into genetic experimentation." Tony noted.

"Uncle Aaron would never do that!"

"Relax." Loki said. "It's just one of Tony's horrible jokes." Tony lifted his hands in a 'What can I say?' manner.

"Uncle Aaron's out of town for a few days. I can take you there." Miles looked at his watch. "But I got to go."

"In a minute." Tony said. "What was up with that creature?"

"The media is already calling it 'Green Goblin'." Beck noted as he checked his phone.

"Fine." Tony amended. "What was up with that Green Goblin? Why were y'all in the sewers?"

"Because of this." Miles said pulling the octo bug out of his pocket. "It got there a little after we did, and it started trying to dig into Spider Girl's 'grave'."

Tony took the bot from Miles examining it. "This would probably be easier if it wasn't completely destroyed."

"Yeah sorry about that." Miles said softly.

"Don't be," Penny said softly. "Strength is going to be one of the hardest thing to control. Stickiness is the most. Oh and you still have that video!"

"Video?" Tony questioned.

"Oh right!" Miles pulled out his phone, quickly pulling up the video they had taken down in the sewers. He handed the phone over to Tony. Loki, Strange and Beck surrounding him to watch the clip.

As the older men were occupied, Penny walked over to sit next to Miles. "I want to say sorry." Penny began. "For what happened in the alley."

"Not to be rude but," Miles softly began. "What happened? You were so composed the entire time and then it was like you froze."

"I did I guess." Penny took a deep breathe before pulling her shades off. He gasped softly seeing her eye. "In my dimension... Some people are different. And one of them hurt me. It..."

"You don't have to explain."

"Thank you for taking charge, back there. If you weren't there, those officers would've died. It was very brave and heroic of you, Spider Boy."

Miles chuckled. "Can I be promoted to 'man'?"

Penny smiled. "We'll see."

The video ended as they got to the dead end.

Strange looked up to them. "Do either of y'all know who that was? With the tentacles?"

Before either could answer, Hobgoblin, Steve, Sam and Natasha walked in.

Penny couldn't help but stare at Hobgoblin, as he was staring at her. "Who are you? You're not on my world."

Hobgoblin chuckled softly as he pushed something on his wrist, which caused his mouth mask to retract into his suit collar. He then took off his goggles.

"Harry?" Penny recognized.

"Hey kid." Harry raised an eyebrow. "What were y'all doing in my building?"

"Your building?" Miles asked. "We were in some sub lab! In the sewers!"

"That sub lab rests under Oscorp." Natasha explained. "When we got there, there was a handful of scientists both unconscious and conscious there. They were all formerly employed by Oscorp."

"And all let go for unethical experimentation." Harry pointed out.

"Like Dr. Octavius?" Tony asked handing over the phone that was paused on an image of the tentacled man.

"Impossible." Harry breathed, taking the phone. "Otto can't- But he's- He's supposed to be dead. He died before the Snap."

"So did I." Steve noted to no one in particular. "Do you know how?"

"Yeah it was a- uh- plane crash of some sort." Harry said staring at the phone.

"You knew him?"

"He took me under his wing more than Dad did." Harry explained. "He even let me help with experiments."

"Coming back to that later." Strange said. "What happened to Green Goblin? Did you find anything useful there?"

"SHIELD's already casing the scene." Steve assured.

"And we're really calling it Green Goblin?" Harry asked almost offended, handing the phone back to Tony.

"The media is, might as well." Quentin pointed out, Harry shrugged in reluctant agreement.

"We lost it in the sewers." Sam explained. "And there was no Dr. Octopus there."

"Dr. Octavius." Harry defended.

"He has eight limbs, I'm calling him Dr. Octopus."

"Can we settle on Doc Oct and worry about it later?" Tony said slightly exasperated, giving Miles his phone back as he walked past him. "Anything useful? Or about spiders?"

Harry looked over to Penny, then at Miles. "Is he...?"

"Like me? Yes."

"There files stated they had sixteen spider experiments, but we only found fifteen spiders." Natasha explained.

"That explains that at least." Quentin noted looking at Miles. "But we'll still need to see that subway."

"Tomorrow?" Miles asked. "If I'm not in my dorms soon, my dad will hunt me down. And he's a cop, he can do it."

"Your dorm?"

"Yeah I go to Visions Academy in Brooklyn." Miles said shyly.

"Brooklyn?" Steve said almost smugly as Penny rolled her eyes.

"Alright." Strange said. "I can take you back so you won't even be noticed. But you come here, right after school so we can move forward. Understood?"

"Yes Dr. Strange." Miles nodded eagerly.

"Alright kid." Tony said kindly. "Skedaddle and we'll figure this out later."

"Quick question," Miles said pausing as he walked over to Dr. Strange. "Should I tell my parents about this?"

Almost at once the room looked toward Penny. "What?"

"None of us had parents to tell but you." Sam pointed out. "So...?"

"I only told Tony cause FRIDAY would've told on me if I hadn't." Penny pointed out. "And have you tried keeping a secret from Natasha?"

"She's right." Natasha smirked. "I would've known. Sooner or later."

"So...?" Miles asked.

"It's up to you." Penny shrugged.

"Thanks that was so helpful and insightful." Miles monotoned.

"Come on." Strange ushered Miles into the portal.

_*******_

After rightfully, chewing both Loki and Penny for sneaking out, Tony sent her off to bed. The rest of them stayed in the penthouse.

"How bad was it?" Tony asked looking to Harry and Quentin.

"The fight?" Harry bitterly asked rubbing his shoulder. "It threw me like a rag doll." He looked at Quentin. "Thanks for the save back there."

"Didn't think you'd make it for a minute." Steve admitted looking at Quentin. He turned to Harry. "We lost that thing to under Oscorp, right." It wasn't a question.

"What about it?"

"All of those scientists were former Oscorp employees, right."

Harry narrowed his eyes at him. "I don't like what you're implying, Rogers. If you think I would-"

"Not you." Steve assured. "But who else would have this kind of authority to manufacture something like this, at this specific location, and with those specific people."

Harry sat up straight. "I haven't spoken to him in weeks, not since the Board voted him out. I have no idea what he's doing or where he is."

Tony ran a had down his face. The outing of Norman Osborn from his own company had made big news. Especially since it was speculated Harry may have spearheaded his removal.

"Harry you know what we have to do, right?" Steve asked.

"I don't even know where he is." Harry weakly defended.

"We'll find him." Natasha assured. "What I'm worried about is there was no information on Green Goblin there. And no blood sample from that fight to even try to figure it out."

"A secret project from the secret project?" Sam asked incredulously. "Isn't that a little...Much?"

"The scientists are being questioned to see how much they knew."

"They knew they were trying to get into Spider Girl's grave." Tony noted. "They know enough."

"I think we should tell her." Harry whispered.

"No." Tony hissed rising to his feet. "That's not your call to make."

"And it's yours?" Harry challenged rising to his feet.

"Guys enough." Natasha said getting in between them. "Harry, Tony's right there's too much going on-"

"Then when?" Harry demanded. "She deserves to know. It could protect her. It could-"

"She's not ours!" Loki proclaimed, silencing the room. "But she is our responsibility." His voice returned to normal range. "We will protect her as her father asked, and we will give her back. Yet as none of us are her real family it is not our place to reveal any information. It is theirs."

"That was the closest she let me near her." Quentin whispered.

Tony looked over to his friend who had been quiet since their arrival. The image of how he found him still clear in his mind.

_Harry reported the creature had retreated back into the sewers and that he was going after it. Quentin was going to find Penny. He wasn't sure how they came to that decision. _   
_Their group split after that. Strange, Loki and himself went to find her, Loki leading the way. The three men had stopped short seeing a kid he didn't recognize sitting to the side as Penny sobbed into what appeared to be his chest._

_The 'Tony' hugging Penny wore the same thing he was, jeans and a black sabbath shirt. Upon their arrival, Loki had thrown up a glamor making him appear as Mysterio._

_"Are you alright?" Loki had asked, rushing forward after she had noticed them. He had effectively blocked her view of them in which time, Loki dropped Tony's glamor of Mysterio, and Quentin dropped his glamor of Tony._

"Quen," Tony said softly.

"Loki's right." Quentin continued. "This isn't our Penny and we need to remember that. More importantly we need to focus on this Green Goblin. It chased the two of them into the middle of a busy street. It wanted them. And since Miles is here to stay, we need to stop it."

*******

Penny laid on the guest bed in the tower staring up at the ceiling. She had never frozen like that before. Hesitated? Tons of times. Frozen in the middle of a fight? Never.   
She moved to her side. And what was that thing? What were they even doing down there?

She sat up at a knock on the door. "Penny?"

"Come in." Penny said, pushing her blankets to the edge of the bed.

The door slowly opened revealing Loki balancing two mugs. "I hope I didn't wake you."

"Don't worry." Penny assured as he sat next to her. "I was still awake."

"As I recall a certain arachnid telling me." Loki said as he handed her a mug. "Nothing is better after a long day then a mug of hot chocolate."

Penny chuckled taking the drink. "Thanks." She took a long sip, releasing a pleasant sound. "This is the best hot chocolate I've ever had."

Loki chuckled. "Asgardian secret recipe my mother taught me."

"What was your mother like?" Penny asked kindly. "Thor would never talk about her after she died."

"He wouldn't I suppose." Loki didn't sound bitter about it. "She was kind and loving. She could tell I was never going to be the warrior Thor or our father was. So instead she taught me in blades and seidr or, what you would call, magic." At the last part, Loki opened a palm revealing twin butterflies with green wings.

The butterflies flew in the air, Penny releasing a small laugh. She reached out to touch one, gasping as it almost felt real. One of them landed in her hair. "Amazing." Penny giggled as the butterflies disappeared in a blink of green light.

"I'm glad you think so." Penny blinked looking back at Loki who was currently taking another drink.

Penny cleared her throat. "So can you teach me anything?"

Loki chuckled, lowering his cup. "I'm afraid not. Tony threatened to castrate me if I as much thought about teaching you any seidr."

"Oh." Penny said slightly disappointed.

"I can teach you in blades if you'd like."

"Really?"

"Only if you'd like." Loki assured.

"Sure." Penny smiled.

"Alright," Loki stood, summoning two blades out of thin air. "Here." He held out one knife to her hilt first. "The first thing you should know is how to properly hold it. Any guess?"

"By the handle?" Penny asked, wasn't it obvious.

Loki chuckled. "Yes, by the handle. However, you'll want your blade to be pointed down."

"Why?" Penny asked even as she followed his instructions.

"Try punching me."

"I thought we were focusing on knives?"

"Try punching me with the knife hand. Go slow if that makes you feel comfortable." Loki reiterated.

Penny hesitated but did so slowly. As Penny moved to punch, Loki stepped back, grabbing her elbow as it passed him.

"Now if you react fast enough you can have an advantage. First, this punch may have allowed you to scratch your opponent. Next, if I hadn't grabbed your elbow, from here," He pulled her arm towards him, slowly stretching her forearm so it showed the blade going to him. "Depending on the size of the hilt you may even be able to use it as a blunt force. See?"

"Yeah." Penny nodded excitedly. "But what's wrong with holding it the other way?"

"Nothing." Loki said. "And there are multiple ways to hold and fight with a knife. This is just the technique my mother had taught me. It's the way she fought when she died."

"She was very brave." Penny noted as Loki waved away their blades.

"She had to be."

"You're a lot like her."

"Thank you." Loki stepped closer. "It's getting late. We'll have a busy day with Miles tomorrow."

"Yeah." Penny softly agreed, stepping back to grab the used mugs. "I can take these to the kitchen-"

"No." Loki said taking them from her. "Allow me."

"Thank you Loki." She said, Loki kissed her knuckles before he walked toward the door. "Good night,"

"Good night Penny."

Why did she do that? Penny wondered as she got back in bed. Auntie Nat had taught her multiple ways to wield a knife when she was younger?

Yet being with Loki was nice. She lightly pet her kissed knuckles. It was very nice.

*******

Loki let the door close shut quietly behind him, freezing as he spotted Natasha and Quentin standing there.

"Nice lessons." Natasha noted with a small smile.

"She's not ours?" Quentin said bitterly, reminding him of his earlier words.

"After tonight I'll take my advice." Loki offered taking the mugs to the kitchen.

"Loki you said it." Quentin said walking after him, Natasha behind them. "She's not ours. We can't keep getting attached to her. I know how much she meant to you."

"I've said goodbye to lovers before." Loki said plainly. "This will be no different. Good night."

**Notes for the Chapter:**

> Happy New Year! I hope everyone had amazing holidays. I had originally intended for this chapter to be out before the end of 2020 but got distracted by the holidays.   
> I'm sure you've all heard the chaos going on in Washington DC and the Capitol. It breaks my heart to see this, and am even more disgusted that Trump would provoke this. I hope everyone in that area is safe. And please remember this is not America. This is not what America is meant to be. We are to respect each other, care for one another, and find a way to live together. We may not agree with other people. But that doesn't give anyone any right to act violently towards them,doesn't give us a right to fight people we don't agree with.   
> Back to the story, in case anyone's confused, at the end of the last chapter when 'Tony' hugged Penny, this chapter reveals it was actually Quentin disguised as Tony because he knew she needed to be comforted. The 'Beck' Penny saw was Tony disguised by Loki.  
> And since y'all probably already saw it coming, yes Harry Osborn is Hobgoblin,and that was Doc Oct. But are there any guesses as to what the Avengers are hiding from Penny?  
> Oh and the knife lessons are actually based on what my Dad taught me and my sisters when we were younger. He wanted us to be able to properly use a knife before he got us our first pocket knives. Then I looked up the Frigga v Malekith fight from Thor: The Dark World, and she did hold her blade that way!  
> What do y'all think of Loki and Penny's relationship? Am I writing Miles well?   
> Please leave a comment and kudos. More importantly please stay safe and God Bless.   
> Goodbye.


	10. Chapter 10

Miles anxiously tapped his foot willing himself not to stare at the clock on the other wall. Come on. Why was this day so slow? He's been in this class for forty minutes already, right? With a small sigh he gave in and looked to the clock. Class started only fifteen minutes ago?! Man!

Miles was broken out of his thoughts as he, and some of the other students, looked up as the student aide walked in handing their teacher a note.

"Miles." Was everyone staring at him now? "They need you in the office. Take your bags." Yeah they definitely were.

Miles quietly obeyed, ignoring the stares, before walking to the class. Alright why was he going? Maybe they knew he was out past curfew? Would that be enough to let him go back to his old school?

"Here he is." The principal kindly greeted as Miles opened the door. Miles noticed his mom was also sitting in the office, looking slightly eager and uncomfortable.

"Oh, Hello Mister Morales." Miles eyes widened seeing Tony Stark, in a suit, sitting in one of the chairs.

"Oh my- H- Hi." Miles fumbled out. "What- What are you...?"

"I thought it was time we meet." Tony winked at him, doing so just discreet enough the others didn't notice. "Some of our people have been looking for talent like you."

"Our people?" He asked glancing at his mom, trying to convey that he didn't know.

"At Stark Industries." Tony assured, munching on what looked like blueberries, where did he get those from? "Pepper has scouts constantly looking at high schools and colleges for such potential. In fact there is going to be a conference for such people tomorrow. Two, three days. Tops. Figured you'd like to be apart of it."

"Mister Stark-" Miles mother spoke up.

"Tony."

"-This is such a gracious opportunity, but I didn't even know Miles applied to such a thing."

"He didn't." Tony stated plainly. "We found him. It's part of the September Foundation. And I want to make sure the best minds get the best opportunities they can. I mean opportunities like this are even rarer than winning a lottery right?" He tossed more blueberries in his mouth. "All I want is to take Miles to a conference with others like him. But I promise, the second he feels like he can't handle it, I'll bring him back. But if things go as well as I hope I want Miles to come work at Stark Industries. As an intern."

Miles felt his cheeks flush as he tried not to let his jaw drop. Was this all real? Was he actually offering a scholarship or was this just to pacify his mom?

"I'm not-"

"Miles honey," His mother put an arm on his shoulder. "Can we talk for a minute?" She looked to the other two. "Can you give us a minute?"

"Take all the time you need." Tony assured before the principal could say anything.

She led them outside the room, closing the door behind her. "Honey, this is a once in a lifetime opportunity-"

"So was getting into this school-"

"-And I just want the best for you. So does your Dad and Uncle Aaron-"

"-Mom, I'll go."

"-And this can take you so much farther than- What?"

"I'll do it. It could be fun."

"You will?" She asked excitedly. Her face got serious. "This isn't some attempt to try to get transferred out of here again is it? Your not going to write Decumbrary 35th on everything again are you?"

"Mom." Miles laughed. "I promise I won't. I'll try and get that internship."

She squeaked excitedly, kissing his cheeks. "This is so exciting I can't wait to tell everyone-"

"Can we hold off on telling everyone until after I get the scholarship?" Miles begged.

"Are you sure , sweetie?"

"Positive."

"Alright, but when you get back we're going to celebrate. Maybe your Uncle Aaron can come over too? Your Dad's going to be so proud!"

Miles chuckled. "Alright. Let's get back in or they might think I'm taking off."

"Of course."

After ironing a few details, Miles, his mom and Tony walked out. Miles quickly spotted the red sports car in front of the school. Two familiar faces occupying the car. As Tony walked towards the car, she grabbed Miles, repeatedly kissing his cheeks.

"Mom." Miles weakly protested, spotting Loki's smirk as his cheeks heated. "I've got to go."

"In a minute." She teased, planting a couple of more kisses. After a moment she let him go. "I'll see you in a couple of days."

"Alright. Hasta Luego, Mama." Miles called out as he raced down the steps. "Hey guys."

"Miles." Loki greeted with a smug smirk.

"Where's Penny?" Miles asked curiously as he got in the passenger seat.

"Being held at the tower." Natasha said with a small smirk towards Tony. "Tony grounded her for doing that."

"You can do that?" Miles asked curiously.

"So kid," Tony said instead as he started the drive. "Where are we going?"

It didn't take them long to reach the substation.

"Where did your uncle even find this place?" Tony asked as they used their flashlights to guide their way.

"I don't even know." Miles admitted once they got to the empty subway station. "He's always been able to pull off cool things like this."

Tony looked over to a wall where a giant painting of the word 'expectations' graffitied on it, although there was a dark spot in the form of a shaded in body outline on it. 

"Did you make that?" Natasha questioned looking back to Miles.

"Yeah."

"There it is." Tony declared from where he knelt nearby. Tony poked the dead spider with a pen. "Gross." He looked to them. "So y'all find anything useful here?" Tony asked placing the dead spider in a cup before placing it in his pocket.

"Apparently just a dead spider." Loki said as he looked over some of the scattered boxes.

"So we have no leads?" Natasha boredly concluded.

"How was I supposed to know there was nothing down here??"

"Listening to the boy?" Loki proposed.

Miles stiffened as he felt a tingling at the back of his neck, tuning out the ongoing conversation. He looked around, pausing as what looked like a red dot staring at him from the shadows. Along with the soft clicking of metallic footsteps.

"Guys." He said softly. "Do y'all here that?"

"What is it?" Natasha asked walking closer.

Suddenly the one red dot was surrounded by dozens around them.

"Tony." Loki said.

"They're not mine." Tony answered as they skittered out of the darkness. They were exactly like the one that tried getting into Spider Girl's grave.

"We don't have to do this the hard way." Doc Oct came out of the shadows, walking with his tentacles towards them. Natasha pushed Miles behind her. "Just hand them over."

"How about no?" Tony said opening up his hand repulsor. "Otto, I don't usually do this, but I'm giving you the chance to surrender. You're being manipulated."

"Maybe." He spoke boredly. "But the research he let's me do... Priceless."

"Who is he?" Tony demanded. 

"You'll find out soon enough."

"Harry wouldn't want you to do this." Loki spoke up.

"As if Harry cares." Otto sneered. "Now give me the boy."

Tony responded by releasing a blast that Otto barely dodged.

"Get him!" Otto ordered.

"Get Miles out of here." Loki ordered as he summoned two blades, rushing forward as the bots moved towards them.

"Come on!" Natasha said taking Miles arm and rushing off.

"Friday," Tony barely dodged the bots as he shot at the ones following Nat and Miles. "Call Strange. We need back up. Now."

He got lost in the storm of dodging and shooting, until a metallic claw grabbed his wrist and pinned it to the wall.

"Before I kill you," Otto spoke coming closer. "Tell me, How did you bring her back?"

"What are you talking about?" Tony demanded as he struggled.

"Penelope." Tony froze. "She's dead and yet it was her blood I collected. How is that possible?" Tony stubbornly stayed silent as his struggles grew. "Fine. I'll ask her myself when we get her than."

"Stay away from her!" Tony snarled as Otto's tentacle opened with a sharp blade.

"Who's going to save her? You?" Otto laughed just before the tentacle holding Tony was suddenly cut off, letting him go as Loki tossed Otto away.

"Let's go!" Tony looked over to see Strange had arrived. 

  
*******

Penny backflipped again, barely dodging Bucky's hit.

"Got to be better than that," She teased as she landed low, sweeping Bucky's legs out from under him. Bucky landed with a thud, Penny shot a web pinning him down as she jumped out of the way of one of Wanda's blast.

"Too slow!" Penny jumped out of the way again. "Too slow." She shot two webs at Wanda, pinning her by her hands to the wall. "Too slow." Penny stepped back- Only to have Sam crash into her, sweeping her off his feet.

"Hey." Penny jokingly whined, twisting out of Sam's grip as they flew. "I wasn't paying attention." She fell out of his grip, shooting a web at his wings, sliding along the floor with her socks. "This is fun." She lightly pulled on one of the webs, causing him to turn slightly. "WEE!"

"You know," Sam grunted as Penny turned him, "There's usually not this much talking during a fight."

"What can I say." She pushed herself up as Sam turned over, his wings curling in, flipping and wrapping the web around him. "I'm a mocker." She shot another web at the ceiling, catching Sam before he could crash. "Also a puller, a tugger," She caught his bundled form as she land on her feet. "And adorable."

"You can let me go."

"As you wish." Penny dropped him, laughing as he began to curse her.

"I only left y'all for ten minutes." Penny looked over to see Steve in the doorway. "How did you beat them?"

"Dad let me train with y'all and mess with y'all equipment." Penny explained.

"Is that how you were able to hack FRIDAY and escape with Loki?" Wanda asked from her trapped position.

"Yeah, it was actually super easy. I guess without me hacking into her every few months, Dad got lax with security."

"And that's why you're not allowed out today."

"Doesn't explain why Loki got to go out."

"Doesn't explain how you still managed to take us down way so easy." Bucky complained.

"Trained by Black Widow." Penny explained again.

"Can you beat her?" Steve asked curiously.

"It's Natasha." Penny said exasperated. "No one can beat her."

Steve laughed. "Help me unwrap them and we can go one on one."

Penny smiled before going to Wanda.

"I'm right here!" Sam protested.

"She didn't whine." Penny pointed out, laughing as she untied Wanda, and ignoring Sam's insults.

After a moment, Steve and Penny got into fighting position.

"Ready." Bucky said with a small smirk. "Go."

Penny flipped over Steve as he charged forward. She quickly shot twin webs at the wall past him before pulling herself forward just in time to kick Steve in the stomach, sending him flying back several feet.

"Really Steve?" Sam asked from the side as Penny shot a web at his wrist. "Again?"

"Again?" Penny asked curiously.

"Nothing." Steve quickly said.

"O...K..." Penny looked innocently towards Bucky. "Does this mean I win?"

Penny looked over to the door way at the soft laugh to see Quentin standing at the doorway dressed in black sweatpants and a white short sleeved shirt. "This is what all of y'all get for refusing to spar with her before."

"You think you could beat her?" Sam challenged. The room was quiet as Penny turned to Quentin.

Not him. Penny thought to herself with a small sigh. Not him.

"I'm not sure-"

"I can take you." Penny said, forcing the shakiness out of her voice, clenching her fists to prevent any trembles.

"You don't have to if-"

"I want to." Penny insisted getting in position. Before the fight could begin, a portal opened dropping off Miles and Natasha. "Miles?"

The others looked over as the portal closed.

"What are y'all doing here already?" Wanda asked as they walked closer.

"Where's Loki and Tony?" Penny eagerly asked as they got to their feet.

"Don't worry." Natasha gently said. "Strange is getting them out."

"It was Doc Oct." Miles explained. "He was waiting for us."

"How?" Steve asked finally getting to his feet.

"I don't know." Miles said fearfully.

Suddenly an alarm went off.

"FRI what was that?" Steve demanded going into command mode.

"It appears the Green Goblin is trying to break in."

"Well shit." She head Steve whisper. He raised his voice. "Quentin get the kids to safety, the rest of us will stop Goblin."

"I can help." Penny protested, only for Quentin to grab her arm.

"Come on!"

The trio ran down the hall, ignoring the distant explosions.

It was going to get her. Penny thought fearfully. It was going to get her and do who knows what. Maybe Miles too.

Don't let anyone get this. Strange had told her. The locket around her neck suddenly felt heavier.

There was an intense tingle at the back of her neck as Miles gasped excruciatingly, leaning against the wall.

"What's wrong?" Quentin asked as they came to a stop.

Penny slipped the locket off, pausing as her neck tingled again. She looked over at the giant standing at the end of the hall. "Guys."

"Stay behind me." Quentin said stepping forward, raising his hands, green light surrounding his hands.

"Quentin." Penny protested putting one hand on his shoulder, the other slipping the locket into his pocket.

"Go." Quentin hissed before looking to Goblin. "You won't hurt them."

"Oh don't worry about them." Goblin said with a sharp tooth grin as Octo bots came crawling from behind him. "I still need them alive. You, Avenger, are expendable."

The Octo bots rushed forward, Quentin's helmet quickly came on. "You two get out of here."

He soared forward blasting every bot that got in his way. Penny looked over to see the Goblin grinning at her.

"Run!" Penny said grabbing Miles arm and taking off running. "We have to get out of here."

"Wh- where are we going to go?" Miles asked as Penny led them up a flight of stairs.

"Oscorp." Penny asked pushing him onto the roof, grabbing a nearby pipe, sliding it through the handles before twisting them together.

"I-I can't swing though." Miles protested.

Penny quickly took off her web shooter, and latched it onto Miles left wrist before pulling his hood up. "You're going to learn." She dragged him to the edge before turning to him. "Take this." Penny said sliding the green gem onto Miles. "If we get separated, we'll find you wish this." She then tapped Miles wrist. "You're going to push this button to shoot a web, push twice to release. Make sure you thwip," She gestured to demonstrate, "Your wrist out before firing another web."

"No." Miles shook his head frantically. "No. I'm not-"

They looked over as the door dented out, multiple robot tentacles trying to claw out through the cracks.

"Yes you are." Penny then threw Miles off before jumping off herself. "Use the webs!"

Miles managed to shoot a web that clung to a building but only swung. Penny swung towards him, grabbing his free hand.

"Follow me lead. Thwip, and release." She narrated as they followed the motions. "Thwip and release." Penny smiled as Miles got the hang of it. "That's it you're doing it!"

Miles laughed excitedly. "This is amazing."

"I know. Taking the bus will never be the same." Penny laughed. Another tingle at the back of her neck caused her to look back at a growl like noise. Penny's heart dropped at the sight of Goblin- Before everything went black. 

**Notes for the Chapter:**

> Alright, I re wrote this chapter like ten times and I'm still not completely happy with it. Although to be fair most of this story has been majorly rewritten. My semester has started again so I don't know how much time I'll have to work on this story, but I'll try.   
> Anyways, the 'again' during the training scene is supposed to refer to a move Spider Man did on Captain America during the airport fight.   
> As always I hope y'all enjoyed this. Please leave a comment and have a good day. God bless.   
> Bye.


	11. Chaoter 11

**Notes for the Chapter:**

> TW: non-consensual drug use, confinement,

The trio arrived back in the tower to find Wanda unconscious outside the training room.

"Wanda." Tony said kneeling besides her. Her pulse was steady, he noted as he wiped the blood off the top of her head, But her ankle was twisted at an odd angle.

"I'll stay with her." Strange offered. "Find the others."

"Come on." Tony nodded as the duo followed the trail of destroyed octo bots. "Guys?!" Tony called out through the comms. "Does anyone copy?"

"On the roof." Steve answered. "Penny and Miles are missing. Quentin's unconscious. Sam's readying the quinjet."

Loki and Tony exchanged a panic look. "Can you track her?" Tony desperately asked.

Loki lifted his hand, a light green light shot out forming a trail that led out of the building. "That way."

"Friday, my suit." Tony ordered. In seconds an Iron Man suit formed around him. He picked Loki up before shooting out the window, following Loki's trail. Loki would give off orders, Tony followed swallowing the panic threatening to suffocate him. He couldn't lose her, not again.

"There." Loki said breaking Tony's thought. Tony dropped Loki before landing himself, palms up only to find Harry kneeling in front of Miles. It took a minute for Tony's mind to register that they were on Oscorp.

"Where is she?" Tony demanded as his suit melted off.

"Give him a minute." Harry snapped before looking back to the kid.

Tony looked back to Loki to see him still holding his hand up, the light pointing towards Miles.

"Penny." Loki said softly closing his hand, the light disappearing.

"Kid." Tony said softly kneeling next to Miles. "Talk to us, what happened?"

"Goblin." Miles gasped. "He- He followed me and Penny from the Tower. He had a glider like Harry's and- and then he grabbed Penny, but... But he didn't see me."

"What do you mean he didn't see you?" Tony asked.

"His mutation is different from Penny's." Harry supplied. "Miles inherited some kind of camouflage."

"I ran." Miles panted. "I-I ran. I should've-"

"Penny wouldn't have wanted you to." Loki said coming forward. "That's why she gave you that necklace. She wants you safe. But did you see which direction he took her?"

Miles paused, calming his breathing. "No."

*******

Penny slowly opened her eyes, squeezing them shut again at the bright light. She turned her head with a small whine.

"Incredible." A male voice echoed above her. "She's already waking."

"We'll give her a sedative when we get to the lab." Another said.

She peeled her eyes open to see a man with brown hair in a suit walking next to her.

Walking next to her? She groaned as she was suddenly turned. Was she on a gurney? She tried to sit up only to find she was strapped down. No. She wanted to yell. Let me go. A small whimper escaped instead.

"Don't worry darling," The first man said as darkness consumed her again. "I'm right here."

*******

Tony looked over to Miles who was sitting on one of Harry's couches, holding onto a mug so tightly, Tony was surprised it hadn't broken yet.

"Are y'all alright?" Tony looked up as Strange, Steve, Nat and Quentin walked in. It was Harry who asked.

"We're fine." Steve assured. "Wanda's resting in med bay. Sam and Bucky are cleaning up, Rhodey's working on trying to use the remaining drones to try to track a signal."

"You can't track her?" Loki looked to Strange.

"I've been preoccupied." Strange said boredly.

"With what?" Loki demanded. "She is our priority!"

"She is your priority." Strange said without any malice. No, this was with pity? "But mine is to protect this reality. Yes I've been keeping an eye on her since she is an anomaly. But it's y'all responsibility to take care of her. But to answer your question, she brought something from her universe. I was making sure it was safe. It is if you care."

"What are you talking about?" Harry asked. "I know she brought some stuff but I didn't think anything was that important."

"Quentin." Strange turned to the man who was in work out clothes. "Check your pocket."

Slowly Quentin pulled out a golden spider shaped locket. Penny's locket. "She put it in my pocket."

"She must've thought she couldn't escape Goblin." Strange explained. "Left it with you instead."

"Why?" Quentin demanded as he messed with the locket. "What's so-" The locket opened up with a burst of orange light. Quentin dropped it as everyone jumped back.

Tony's stomach dropped as the light died, recognizing the object in the locket. "The Soul Stone."

"Why the hell did Penny have that?!" Steve demanded.

"In her world the Stones are reappearing too, along with Thanos fanatics actively searching for her and the Stones. They thought it was best to keep it impossible for them to get them."

"Sent to an alternate dimension." Harry finished. "That little idiot."

"Why didn't she tell us?" Tony asked wiping a hand down his face.

"It's a stressful situation without her throwing in an infinity stone." Loki defended as he picked up the locket. "But this doesn't matter. All that matters is finding her."

"I agree." Strange said calmly.

"How did Green Goblin even know who she was?" Miles asked frantically. "Or how to find her?"

"Otto called her by name." Tony said. "If he found out her identity, he could've easily found out how close she was to us. Fortunately, May and Happy are at the cabin with Pepper so they're all safe."

"But who even is Green Goblin?" Miles demanded. "Why does he want her?"

Harry pushed something on his tablet, the hologram in the middle of the room activated. "Norman Osborn." The hologram revealed a side by side of Norman and the Goblin, next to them was a pair of DNA samples that looked eerily similar. "I took your advice, hacked into Dad's files. I found this just before Miles arrived."

"Holy shit." Tony whispered. "Harry are you-"

"I'm fine." He said shortly. "I'll deal with that later. But I found another reason why dad and Otto may have taken her." He typed on his screen again, pulling up another formula.

"Dad's files shows he has some kind of genetic disorder, the spiders were part of an experiment to try to remedy it. Only one spider showed any promise. Any guesses on which one?"

Harry pulled up the Goblin and his DNA again. "While dad was experimenting with possible cures he made himself another Hulk. Only with a lot less control. Her DNA could hold the key to curing him and stabilizing the transformation."

"Transformation into what?" Natasha asked, finally speaking up.

"I don't know." Harry softly admitted. "Maybe it'll turn him back into his regular self, maybe he'll stay in the Green Goblin form. Maybe he'll become something else. All I know is that Penny is the missing ingredient."

"Harry," Strange spoke up. "If it's a genetic disease, then-"

"I'll worry about it later!" Harry snapped facing the older man. Harry sighed running a hand through his hair. "Let's worry about it after we rescued Penny."

"You're not alone." Tony said placing a hand on his shoulder. "We'll help you."

Harry grabbed the hand on his shoulder. "I know."

"Wait a minute," Miles said. "You said another reason why Goblin took her. What was the first reason?"

"Don't worry about." Tony said taking his hand from Harry and walking toward Miles. "It's nothing-"

"If it's worth taking Penny for it must be important!" Miles shot back getting to his feet. "Whatever it is I can handle it."

*******

Penny awoke again. She blinked her eyes open, turning her head to the side as the world swam around her. The man from before was at her bedside on the other side of the glass, looking down at his lap.

The glass? Penny blinked her eyes, things coming into focus. She was in a tube! She tried to shoot up, only to find she was still strapped down. Penny looked down at the metal cuffs on her wrists, ankles, and chest keeping her in place.

No. Images of The Chair flashed through her mind as she struggled fruitlessly. No!

_The cold needle tore through her skin, the even colder liquid seeped into her veins. Hot blood leaked onto her skin as the knife tore through her flesh._

NO! She wouldn't go through this again! This wasn't Vibranium, why couldn't she break out of it.

A knock on the glass drew her attention away. Penny panted as she glared up at the man on the other side of the glass.

"Let me go!" She demanded.

"Not yet, my dear." The man stared down at her with familiar blue eyes. "Last couple of times we've met you tried to escape from me, so this is a precaution if you will."

"What are you talking about? I've never met you."

He chuckled. "That's right. You've only seen my other form."

"Other form?" He grinned at her with pointed teeth, his eyes flashed yellow for a moment before returning to his natural blue. "You're the Green Goblin."

"The name's a little much for me." He said with an eye roll, sitting back down. "But given that my son is the Hobgoblin, I guess it makes sense that I'm also a Goblin."

"You're son?" Penny gasped. "You're Norman Osborn?"

He leaned forward. "And you're Penelope Parker, the Spider Girl."

Quick play dumb. "What are you talking about? Spider Girl died facing-"

"-Thanos. I know. Which makes your presence here interesting..."

"Look you have the wrong girl-"

"So you weren't the girl I caught swinging away from Stark Tower. Or the girl who infiltrated my secret lab."

"Not very secretive if a teenage girl can infiltrate it." No use pretending anymore.

"Perhaps not." Norman shrugged. "Or maybe you've just inherited your mother's smarts."

"You knew my mother?" Penny asked skeptically.

"Yes, Mary was as smart as she was beautiful. It's ashamed what happened to her and her husband. Leaving her little bastard behind. The bastard that supposedly died when the Blipped returned." Penny struggled against her restraints again. "Don't bother, that's Adamantium. The second strongest metal in the world." Norman said dismissively. "You will tell me how you're still alive Penelope Parker."

"Penelope Parker's dead." Penny snapped.

Norman banged his fist against the glass causing her to flinch, "Don't be cute with me, child. I see you right here in the flesh. You will tell me, how you're still alive."

"Let me go and I'll tell you anything." Penny tried.

"Cute." Norman said. "But I'm not that gullible."

"Worth a shot." Penny countered. "There's nothing you can do to get me to tell you anything."

Norman stared at her. "You don't know who I am do you?"

"You're Norman Osborn."

"Is that all that I am to you?"

"Who else would you be?"

*******

"Miles is right." Natasha finally spoke. "We should've told Penny too."

"That's not your choice." Tony said weakly. "It's not even my choice."

"And It's not May's decision." Harry said. "The person who's choice it was can't make that decision anymore."

"Can you just tell me?" Miles said exasperatedly.

"You know that Penny is my goddaughter." Tony began.

"You're not going to tell me you're secretly her father too, are you?"

"No." Tony chuckled. "I checked. And if I were things would be so much easier."

"Then yeah, I know your Penny's godfather."

"Richard Parker was one of my best friends in college. And he married Mary, Penny's mother, after she was already pregnant. And Mary agreed to name me godfather, because she thought I could protect Penny."

"Protect her from what?"

"From her father."

"Who's her father?"

*******

"You are your mother's daughter." Norman said softly. "But haven't you ever wondered who your father was?"

"I had someone who raised me as his own." Penny said definitely. "He was my real father."

"I meant your true father, the man who's blood runs through your veins as much as Mary's does."

"I get the feeling you're going to tell me, no matter what."

"Several years ago, Mary and Richard had broken up. While at one of my company parties, May had tried drinking away her heartbreak. She drank enough to accept an invite to another man's bed. I assume you don't need further explanation from there?"

"Yeah. I know biology. Does this story have a point?"

Norman chuckled. "Don't you see it?" He placed a hand gently on his side of the glass. "That man was me. I am your father."

No. Penny thought, slowly shaking her head. No. This had to be some twisted Star Wars joked.

"You're lying." She said slowly. "You're- That's impossible!"

"I didn't know until after I was Blipped back if it's any consolation." Norman said conversationally. "Had I, I would've brought you home the second I could."

"Then how are you so sure I'm yours?"

"Your mother told me." Norman said. "Before she died she left me a letter. After she found out she was pregnant she left Oscorp. And in her will she left her letter, with strict instructions not to give me the letter until I was on my deathbed." His face scrunched with disdain. "She wanted to make sure I never knew you existed until it was too late. That you had no contact with me." He turned to face her, softening. "I'm sorry we never got that chance."

"I grew up just fine."

"But you could've been better." He emphasized. "You're already better than Harry, if I had guided you, you'd be unstoppable."

"Harry's already great." She paused. "Harry's older than me. Even without the Snap, he would be older than me."

"Just by a year." Norman dismissed. "My wife, God I loved her. But at the time, she was weak from after birth complications."

"You cheated on her."

"One moment of weakness in our ten year marriage." He snapped. "Believe me, I mourned more than anyone when she died. I was disgusted with myself when I realized what I had done. But Emily... Emily was the kind of person who'd over look my mistake. She would've loved you like she loved Harry. But she never got the chance thanks to your mother."

"Mom kept me away from you for a reason." Penny said at last. "I think I can figure out why."

Norman sneered at her. "Your mother made a great mistake keeping you from me, but don't worry, we have plenty of time now."

"What are you talking about?"

"Ah she's awake." Penny looked over to see a short man with glasses coming towards them.

"Yes not for long though." Norman said. standing up. "Are you ready, Otto?"

"Yes." The man Otto, said as he pushed a button on the side causing the tube to come undone. He then pulled out a needle.

"No." Penny struggled. "Get away from me!"

"It's alright." Norman said, holding one of her hands and petting her hair as Otto drew blood from her. "We just need to run a few tests."

"Tests?"

"I need to make sure you're safe and healthy." Norman said, lightly holding her chin to face him. "We need to check for that. And maybe you can help me."

"Help you?" Penny demanded. "Help you with what?"

"I'm sick Penny." Norman said gently. "But if your mutation proves beneficial, than I know I can be helped. And then we can get that other little spider to help."

"No. Leave him alone." Penny gasped as another needle slid into her neck, this time injecting her with something. "What did you just give me?"  
Penny moved her head and looked at Otto.

"Don't worry." Otto said taking away the needle. "Just letting you rest."

"You're home now." Norman said petting her hair as Penny's vision blurred. "You're safe."

"No." Penny weakly protested. "No..." As darkness closed in around her, she barely made out a figure staring at her with wide horrified eyes. "...Loki... Help." 

*******

"Wow." Miles said slowly. "That's... Dramatic."

"I didn't even know she was my goddaughter until Penny came to this dimension." Tony explained. "And apparently my counterpart didn't tell her, so what right did I?"

Miles looked to Harry. "How did you handle it?"

"She was already gone." Harry said. "I never got a chance to know her."

"I'm... Sorry?" Harry shrugged as if he wasn't sure how to feel either.

"As fascinating as this is." Loki finally spoke up. "It's not going to help her."

Tony answered his phone after the first ring. "Rhodey?"

"Tony," Rhodey said breathlessly. "Good news and bad news."

"Good first please."

"I managed to track the feed to eastern Queens."

"Bad news?"

"That's as close as I got."

Tony sighed. "Thanks Sour Puss. We'll go check it out."

"Keep me in the loop." Rhodey said before hanging up.

"East Queens." Tony answered the unspoken question turning to the others.

"That's enough." Loki said turning to Miles. "Give me the necklace."

Miles handed it quickly. "But I thought you couldn't track her with that."

Loki snatched the Soul Stone from Quentin, ignoring Miles. Loki shut his eyes, grasping tightly onto both stones. After a moment he gasped, dropping the Soul Stone before rushing to a tablet.

"What did you see?" Tony asked walking closer as Loki pulled up a map.

"They were injecting her with something." Loki muttered as he pulled up a series pf warehouses. "There. She's underground."

"What is with this guy going underground?" Tony asked himself.

"We have a location." Steve said. "And we have a mission. Let's go kick some ass."

**Notes for the Chapter:**

> Ta da!   
> This chapter was more expository but next chapter should give us more action scenes.  
> I'm sorry if the Norman is Green Goblin reveal seems forced. I was so focused on keeping this a limited POV I forgot to add in more hints. Plus there were some scenes I wanted to add in but it didn't feel right with pacing.  
> Did any of y'all see Norman being Penny's biological father coming? Because the entire time I was wondering if I'm making the hints too obvious or not adding enough hints. What do y'all think?   
> Again there were more scenes I wanted to add in that didn't seem right with pacing. However, I want to wrap up this story pretty soon and move on to more projects. I'll try not to rush through this, and I don't know how long it will take or how many chapters. Depending on what kind of responses I receive I might do an edit of this story and add those scenes in. We'll see.  
> Anyways I hope y'all enjoyed. Please leave a kudos and comment.   
> God Bless,  
> Bye


	12. Chapter 12

**Notes for the Chapter:**

> TW: Injections. Needles. Restraints. Non consensual drugs. Mind control

Loki grabbed the Soul Stone and the green gem before closing his eyes.

_Find her_ , he willed. _Find Penny_.

He opened them to find he was in an orange plane, standing in a pool of water. Shit, what did he do wrong?

"Loki." He stiffened before slowly turning around.

"Mother." Loki said as he approached her. She was in her golden regal gowns, a wide smile stretched across her face. "How are...?"

"Let us consider this a gift." Frigga said as she cupped his face. "Tell me, what have you been up to?"

"I'm an Avenger." Loki said with a small smile.

"Any girl?"

Loki blushed looking away. "I'm not sure."

"Loki-"

"She's not from this reality." Loki explained looking towards here. "And her counterpart is..." Why was it so hard to say a single word?

"Oh darling." Frigga held him close, Loki clung to her back.

"Why do I keep losing people?"

"It's a part of life. We all get hurt. All we can do is choose who can." They separated, Frigga reached up to wipe away a tear, a rueful smile on her face. "Do you remember how difficult you and your brother could be? If you weren't starting something, he was. And don't even get me started on your father." She said the last part with an eye roll. "But I loved all of you."

"I love you too, Mom." Loki said. "But I couldn't save you, and I am so sorry."

"You're trying to save her?"

"I have to. I can't lose her again."

"Than go, go be the man you were meant to be." Frigga leaned forward kissing his forehead. Loki closed his eyes as he clung onto Frigga's arms.

Loki opened his eyes to see he was in a dark room. Octavius and Norman stood on opposite sides of a table. A table where Penny was strapped onto. Octavius held her neck still as he injected her.

Penny's blue eyes glazed as they locked on him. "Loki..." She whispered before her eyes shut.

Loki was yanked out of the room. He soared through the ceiling, out of the building until he hovered over a series of warehouses, the one he came out of had a white tarp and a handful of blue barrels on the roof.

Loki gasped as he was brought back to his body, dropping the Soul Stone. He rushed over to one of the tablet's Harry had, pulling up one of the holographic maps.

"What did you see?" Tony asked walking closer as Loki settled on a map.

"They were injecting her with something." Loki muttered as he pulled up a series of warehouses. "There. She's underground."

"What is with this guy going underground?" Tony asked himself.

"We have a location." Steve said. "And we have a mission. Let's go kick some ass."

"When do we leave?" Miles asked.

"There's no 'we'." Tony said plainly. "You are going to stay at Stark Tower. Where it's safe."

"What?!" Miles demanded as everyone else got ready, he followed Tony. "Why not?! I need to go save Penny. Give me one good reason why I shouldn't."

"Alright." Tony turned to him. "You're untrained. You have no uniform. You don't even know how your powers work. And you're a flight risk. We can't risk you flaking out."

"First I said one." Miles shot back. "Second, I can help her. Goblin wants me too. I can be bait!"

"Absolutely not." Tony said facing Miles. "Now you stay here or I swear I will lock you in a supply closet."

*******

Penny blinked to find herself once again trapped in the tube, Norman walking in at the same time.

"How?" He asked staring at her in a mixture of frustration and amazement.

"How what?"

"Your DNA is different. Even more so than a normal enhanced. We found properties don't line up with anything on this world. You will tell me what makes you so different."

"You're not going to believe it." Penny warned.

"Tell me." He seethed.

"Fine." Penny said defiantly. "I'm really from an alternate dimension where I raised as Tony Stark's daughter since Mom and Richard named him my godfather. I came here to prevent a bunch of space psychos from killing me. And Mom's wish came true. I'll never meet you in that dimension because you're dead." She tilted her head innocently. "Anything else you'd like to hear, father?"

He leaned back as if she had struck him. "You're telling the truth aren't you?"

Penny smiled up at him. "You know it's the only thing that makes sense. And you hate that it does."

"You may be telling the truth." Norman said after a moment, regaining his composure. "But you're mine to keep now."

"Until the Avengers come you mean." Penny smirked at him. "Even if this universe's Avengers doesn't, mine will be coming back for me soon. And they'll do anything to get me back."

"I'll get rid of them." Norman hissed.

"You will." Otto spoke from behind as Norman collapsed to the ground. Penny leaned over to see Norman was writhing on the ground as a needle slid out of his neck.

"What did you do?!" Norman demanded in a deep voice.

"I've cured your disease, Osborn." Otto said as he put a bulky collar on the still writhing Norman. "With a couple of additions. Thanks to your daughter."

Norman top rose as he grunted on his knees, his skin was a sickly shade of green as it stretched over his rapidly growing body. Penny shivered at the roar Norman released as two wings burst out of his back, as he grew twice the size of his other Goblin form. Finally as the transformation ended, he leaned forward onto all fours. A mixture of panting and growling coming out.

"Now." Otto pushed something on his wrist causing Norman to roar again. "Those pesky Avengers will be arriving any moment. Be a good dog and take care of them."

Norman's wings flapped sending him through the ceiling. Pieces of it fell off as the sound of his flaps faded away.

"Now for you." Otto turned to her. "We're going to have some fun."

"What do you want with me?" She asked as the hairs on the back of her neck stood, a slight shiver coursing through her. 

He smiled wickedly at her.

*******

Miles looked out the window at Stark Tower as the Quinjet took off. Some guy named Wong had come to get Strange saying it was a magic emergency. And he was here with the most ironically named man ever.

"I can't believe they left me with a baby sitter."

"Just be happy Pepper needed me to come back for some stuff, or else Tony may have actually locked you in a closet."

Miles groaned flopping onto another couch.

"You done pouting yet?" Miles looked back to Happy who was sitting on the couch watching Downtown Abbey, not looking at him.

"No." Miles said definitely. "I should be out with them."

"Not without a suit." Happy stood up as he paused his show. "Let's go."

"Go where?" Miles asked following him into the next room.

"Friday activate Sneaky Spider Protocol." Happy pushed several buttons that revealed what appeared to be a suit making machine. " If you really want to help, you're going to need a suit."

"Oh my gosh." Miles said moving towards it. "This is amazing. This is-"

"Yeah. Just don't go overboard." Happy said boredly. "Just get the basic suit and your web shooters for a first time suit."

"Not complaining, but why do you know so much about this?" Miles asked as he picked out a suit design, a basic suit without any of the web design on it.

"Penny may or may not have made a few suits without Tony's permission." Happy said boredly. He then tilted his head at Miles. "You know, in one of her lowest moments, Penny once told me she didn't know why she was bitten. That it could've been anyone on that trip. I like to think that spider chose her. Maybe it chose you too."

"It could've been anyone." Miles said slowly. He quickly scrolled down until he reached colors.

"What are you doing?"

"If I'm going to be the next Spider person, I'm going to be my own." He stepped back so Happy could see the design. "What do you think?"

"Go get them kid."

*******

Loki stood towards the back of the Quinjet. He was going to get to her first chance he got. He had too.

"You listening?" Tony asked. Loki blinked looking back towards them.

"No. You were saying."

Tony sighed tiredly. "Alright group A causes a distraction to lure Norman and Otto away. Group B saves Penny."

"How are we going to take on dad?" Harry asked. "We could barley handle him last time."

"You got a goblin cure?" Steve asked hesitantly.

Harry glared at Steve. "I will punch you."

"We don't need you to have a broke hand." Bucky said gently. "What are the odds you can get through to your father?"

"Close to not at all." Harry said dismissively. "Dad does not care for me that much. Not since Mom died at least. And he's pretty much hated me since he came back."

"So you're a part of the horrible father club." Loki said boredly. "Move on. Can you at least distract him so I can get to her?" Harry raised an eyebrow at him, a small smirk growing on his lips. "We. So we can get her?"

"I can annoy him enough," Harry smiled.

"We're looking at three minutes eta." Sam called out.

"Alright guys," Steve said grabbing his shield. "Now we-" Steve cut off as the quinjet tilted harshly at the sound of a large explosion.

"What was that?" Tony demanded as the Quinjet straightened.

"Harry, was your dad that big before?" Sam asked slowly.

Harry walked forward, jaw dropping as he took in the new Goblin. A giant winged creature. "Shit."

Loki patted Harry's shoulder. "Good luck with that."

"Land and then attack." Tony ordered pushing a button on the quinjet to open the ramp. Rhodey sighed before taking off after him.

"Anyone wants to trade jobs?" Harry asked as he pulled out his glider from the center console. At the silence he sighed. "yeah didn't think so." Harry pushed the glider out before jumping onto it, flying after the others.

*******

Quentin, Loki and Natasha easily snuck through the buildings to find the one Penny was in. Norman needed spider blood to be able to change. So what did that mean for Penny?

"Can you sense her?" Natasha quietly asked.

"Yes." Loki said, "Barley."

A piercing scream filled the air. Penny.

Loki took off down the hall towards. Dozens of images flashed through his mind. Penny in a pool of her own blood. Penny being hooked up to some kind of contraption. Her other eye gone. Her laying on the ground staring at him with unseeing eyes...

Loki slid to his knees narrowly avoiding a long metallic arm as it swung at him.

"Stay back!" Loki got to his feet facing who was undoubtedly Octavius. Behind him, Loki could see Penny standing completely still, her closed as she stood in the vertical tube like contraption. She had straps across her chest, waist, thighs and ankles keeping her up. "You'll ruin her."

Loki summoned a blade as Quentin and Natasha came next to him. "Release her now, and I shall let you live."

"Shall let me." Octavius mused as he pushed a couple of buttons. "I'd love to see you try that. Oh you should check the news."

Before anyone could respond a screen started playing on the news. "We're live in New York," The female reporter answered as people ran around her. "Where moments ago a large-"

"LOOK OUT!" Suddenly the camera fell, landing on it's side as rubble landed around it, to reveal a large metallic spider walking through the streets, shooting rockets out from it's side. It only took a moment for the rubble to completely engulf the camera screen.

"What have you done?" Natasha demanded, aiming her gun at him.

"Ah-Ah-Ah." Otto said with an evil smirk as he tauntingly waved his finger. "There is a needle in her neck. You kill me the system self destructs taking her with me. You destroy my robot it kills her."

"You don't want to do this." Quentin said calmly. "Think about it, Penny is innocent."

"She's an enhanced." Otto said as if it were self explanatory. "I'm not going to kill her. Not when I can use her. Like now." He gestured to her unconscious form. "Look! Unconscious yet able to control this metallic beast! And that's not even getting to her abilities!"

Otto laughed fascinated. "That fool Osborn was so short sighted. Even after he did this to me." Otto's metallic arms were raised. "Just wanted a cure. And then his precious little girl. He stepped on me to get it. EVERYONE DID!" He pointed to the screen that was showing new footage of the carnage, a few of the Avengers arriving on scene. "Now I'll step on them! And no one. NO ONE shall question the greatness of-"

Otto suddenly jerked before his eyes rolled back before he fell to the floor, revealing Quentin standing behind him, his right fist lightly glowing green. Loki looked next to him in time to see the Quentin illusion disappear.

"You're getting rusty." Quentin smirked at Loki as the light diminished.

"Bug off." Loki said with an eye roll before rushing to Penny.

He could see her eyes rapidly moving under he eyelids. She suddenly released an anguished scream. Loki looked over to the screen to see the robot was blasted on the side by war machine, causing it to stumble.

"Stop attacking!" Loki ordered into his comms. "Stop attacking or you'll kill her!"

"What are you talking about?" Sam demanded as the robot swung at them.

"Tony, Harry get your assess back here!" Natasha said as she leaned over the computer.

"Little busy." Tony grunted.

"Where's Goblin?" Quentin asked as the building shook.

"Get here now!" Natasha said. "And hold off lethal attacks. That thing is connected to Penny!"

"We're on our way." Harry said as the building shook again.

*******

Harry flew over, barley dodging Tony as he was flung away.

"Hey!" Harry yelled jumping off his glider and onto Goblin's back. It roared and tried to shake him off. Harry held tightly onto the collar with one hand. "Listen to me!" Harry said holding his ear. "You're going to kill everyone."

Goblin screamed again as it did a barrel roll.

"Shit!" Harry screamed as he lost his grip. He curled up into a ball, his glider quickly catching him, before he righted himself.

"You alright, kid?" Rhodey asked hovering near him as he blasted at Goblin.

"Peachy." Harry grunted as he regained balance.

"We need to attack from a far." Sam suggested as he shot at the Goblin to no effect.

"Thanks for the obvious." Tony said as Steve's shield hit Goblin in the face, knocking him back several feet. Goblin screeched before flying at Tony.

"Shit!" Tony yelled basting him in the face, "Down boy!"

"Harry, was he this volatile before?" Steve asked as Harry directed his glider out of the way.

"No. Nowhere near this chaotic." Harry recalled. "He was even talking before. Taunting, really." Harry looked at the collar again. "Guys I don't think Dad's in control here."

"What are you suggesting?" Sam demanded incredulously. "Mind control?"

"Is everyone going to use this excuse now?" Tony asked boredly. "Mind control?"

"I mean that collar around his neck." Harry pointed out. "That wasn't there before."

"It's worth a shot." Steve reasoned.

"Fine, how do we get it off." Tony relented.

"You work on that." Harry said as he grabbed a pumpkin bomb. "I'll distract."

Not waiting for a response, Harry threw the pumpkin at Goblin. "DAD!"

Goblin paused in his rampage and stared at Harry as his mask came undone.

"Dad it's me." Harry flew closer as the Goblin stayed in the same spot. "This isn't you. I found your files, and look we can get you help. Together. We can find a way to fix this. You, me-"

"Pen...ny." Goblin said slowly as if it pained him to talk.

"Sure." Harry smiled. "We can talk her into helping."

"Me... and... Pen...ny." Goblin slowly smiled. "Only"

"Yeah, how about no." Tony said as he shot at Goblin from behind. Goblin screeched turning to swipe at Tony as the collar fell off. Tony moved to fly away as Goblin grabbed his leg. A huge explosion sounded. Harry looked over to see it came from the middle of the city. And what looked like some giant metal creature.

"What the hell was that?" Sam demanded.

"Sam, you, Bucky and I will go check it out." Steve ordered. "The rest of us find Penny and stop Goblin."

"Thank you, Stark." Goblin sneered as Sam flew off. "It seems though you have more pressing issues. Excuse me as I go collect my lucky Penny from Otto."

Goblin threw Tony away before flying down towards the building.

"Shit." Tony said righting himself. "Rhodey you go with them. Harry and I will handle Gobby."

"Tones-"

"Go!" Tony flew down after Goblin, Harry close behind.

Harry looked towards Rhodey. "Don't worry. I'll watch his six." He didn't wait for Rhodey's response before zooming after them.

**Notes for the Chapter:**

> This was the first part of the end of this story. The end is in sight. However, I am considering doing a couple of one shots based off this story. Would anyone care to read those? If so what would y'all like to see?  
> Anyways I had to add in the soul stone scene. I know it's probably not the case, but what if every time you used the soul stone it transported you there. Or at least the first time. Plus I think it's a cute, short but sweet scene with Loki and Frigga. I loved their relationship and wish we could've seen more out of it.   
> But what did y'all think about this chapter? Any guesses what's going to happen? I hope y'all enjoyed. Please leave a comment or a kudos. Bye.  
> God bless.

**Author's Note:**

> Hi, this is my first story on AO3, so I'm still learning my way around. Will almost definitely change tags as I go.   
> I'm also writing this story as I go so please be patient with updates.   
> This story is inspired by Tinkerbun's An Unexpected Guest also on this website, I can't recommend it enough and I'm a sucker for gender bend Peter Parker, don't ask why.   
> Please leave comments and kudos. Thank you.


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